-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VXwtkJYzTeh7BBJNT0L1eJ45SxGp1gs+sf94GY2uUwoXHoKW15uuKfAH544hff+p FNHCDzdYCRVhA509TOLYKw== 0000715165-96-000007.txt : 19960301 0000715165-96-000007.hdr.sgml : 19960301 ACCESSION NUMBER: 0000715165-96-000007 CONFORMED SUBMISSION TYPE: 485A24E PUBLIC DOCUMENT COUNT: 25 FILED AS OF DATE: 19960229 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WRIGHT MANAGED INCOME TRUST CENTRAL INDEX KEY: 0000715165 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 042789493 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485A24E SEC ACT: 1933 Act SEC FILE NUMBER: 002-81915 FILM NUMBER: 96528381 BUSINESS ADDRESS: STREET 1: 24 FEDERAL ST CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6174828260 FORMER COMPANY: FORMER CONFORMED NAME: WRIGHT MANAGED BOND TRUST DATE OF NAME CHANGE: 19910331 FORMER COMPANY: FORMER CONFORMED NAME: BOND FUND FOR BANK TRUST DEPARTMENTS BFBT FUND DATE OF NAME CHANGE: 19880218 485A24E 1 WRIGHT INCOME TRUST N1A PEA20/22 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 29, 1996. 1933 ACT FILE NO. 2-81915 1940 ACT FILE NO. 811-3668 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N--1A REGISTRATION STATEMENT UNDER SECURITIES ACT OF 1933 |X| POST-EFFECTIVE AMENDMENT NO. 20 |X| REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |X| AMENDMENT NO. 22 |X| THE WRIGHT MANAGED INCOME TRUST ----------------------------------------------------- (Exact Name of Registrant as Specified in Charter) 24 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110 ----------------------------------------------------- (Address of Principal Executive Offices) 617-482-8260 -------------------------------- (Registrant's Telephone Number) H. DAY BRIGHAM, JR. 24 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110 ------------------------------------------------------ (Name and Address of Agent for Service) It is proposed that this filing will become effective on May 1, 1996 pursuant to paragraph (a)(1) of Rule 485. The exhibit index required by Rule 483(a) under the Securities Act of 1933 is located on page _____ in the sequential numbering system of the manually signed copy of this Registration Statement. CALCULATION OF REGISTRATION FEE ============================================================================================================================ Amount of Proposed Maximum Proposed Aggregate Amount of Title of Securities Shares Being Offering Price Maximum Registration Being Registered Registered Per Share Offering Price Fee - ---------------------------------------------------------------------------------------------------------------------------- Shares of beneficial interest 35,605,059 $4.82(1) $171,616,385(2) $100 ============================================================================================================================ (1) Computed under Rule 457(d) on the basis of the maximum aggregate offering price per share at the close of business on February 15, 1996. (2) Registrant elects to calculate the maximum aggregate offering price pursuant to Rule 24e-2. $468,263,960 of shares were redeemed during the fiscal year ended December 31, 1995. $296,937,575 of shares were used for reductions pursuant to Paragraph (c) of Rule 24f-2 during such fiscal year. $171,326,385 of shares redeemed are being used for the reduction of the registration fee in this Amendment. While no fee is required for the $171,326,385 of shares, the Registrant has elected to register, for $100, an additional $290,000 of shares.
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has registered an indefinite number of securities under the Securities Act of 1933. Registrant filed a Rule 24f-2 Notice for the fiscal year ended December 31, 1995 on February 16, 1996. Registrant continues its election to register an indefinite number of shares of beneficial interest pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended. This Amendment to the registration statement on Form N-1A consists of the following documents and papers: CROSS REFERENCE SHEET REQUIRED BY RULE 481(A) UNDER SECURITIES ACT OF 1933. Part A -- The Prospectus of Wright U.S. Treasury Money Market Fund The Prospectus of: Wright U.S. Treasury Fund Wright U.S. Treasury Near Term Fund Wright Total Return Bond Fund Wright Insured Tax Free Bond Fund Wright Current Income Fund Part B -- Statement of Additional Information of Wright U.S. Treasury Money Market Fund Statement of Additional Information of: Wright U.S. Treasury Fund Wright U.S. Treasury Near Term Fund Wright Total Return Bond Fund Wright Insured Tax Free Bond Fund Wright Current Income Fund Part C -- Other Information Signatures Exhibit Index Required by Rule 483(a) under the Securities Act of 1933 Exhibits THE WRIGHT MANAGED INCOME TRUST Wright U.S. Treasury Money Market Fund CROSS REFERENCE SHEET Item No. Statement of FORM N-1A - PART A Prospectus Caption Additional Information Caption - ---------------------------------------------------------------------------------------------------------------------- 1........................ Front Cover Page 2........................ Shareholder and Fund Expenses 3(a)..................... Financial Highlights 3(b)..................... Not Applicable 3(c)..................... Performance Information 4........................ An Introduction to the Fund, The Fund's Investment Objectives and Policies, Other Investment Policies, Special Investment Considerations, Other Information 5........................ The Investment Adviser, The Administrator, Back Cover 5(a)..................... Not Applicable 6........................ Other Information, Distributions by the Fund, Taxes 7........................ How to Buy Shares, How the Fund Values its Shares, How Shareholder Accounts Are Maintained, How to Exchange Shares, Tax-Sheltered Retirement Plans 8........................ How to Redeem or Sell Shares 9........................ Not Applicable
FORM N-1A - PART B - ------------------------------------------------------------------------------------------------------------------------------- 10....................... Front Cover Page and Back Cover 11....................... Table of Contents 12....................... General Information and History 13....................... Investment Objectives and Policies, Investment Restrictions, Appendix 14....................... Officers and Trustees 15....................... Control Persons and Principal Holders of Shares 16....................... Investment Advisory and Administrative Services, Custodian, Independent Certified Public Accountants, Back Cover 17....................... Brokerage Allocation 18....................... Fund Shares and Other Securities 19....................... How to Buy Shares, How to Redeem or Purchase, Exchange, Redemption, Sell Shares, How the Funds Value Their and Pricing of Shares Shares 20....................... Taxes 21....................... Principal Underwriter 22....................... Calculation of Yield Quotations 23....................... Financial Statements
THE WRIGHT MANAGED INCOME TRUST Wright U.S. Treasury Fund, Wright U.S. Treasury Near Term Fund, Wright Total Return Bond Fund, Wright Insured Tax Free Bond Fund, Wright Current Income Fund CROSS REFERENCE SHEET Item No. Statement of FORM N-1A - PART A Prospectus Caption Additional Information Caption - ----------------------------------------------------------------------------------------------------------------------- 1....................... Front Cover Page 2....................... Shareholder and Fund Expenses 3(a).................... Financial Highlights 3(b).................... Not Applicable 3(c).................... Performance Information 4....................... An Introduction to the Funds, The Funds and their Investment Objectives and Policies-- Other Investment Policies, Special Investment Considerations, Other Information 5....................... The Investment Adviser, The Administrator, Distribution Expenses, Back Cover 5(a).................... Not Applicable 6....................... Other Information, Distributions by the Funds, Taxes 7....................... How to Purchase Fund Shares, How to Buy Shares, How the Funds Value their Shares, How Shareholder Accounts are Maintained, How to Exchange Shares, Tax-Sheltered Retirement Plans 8....................... How to Redeem or Sell Shares 9....................... Not Applicable
FORM N-1A -- PART B - ----------------------------------------------------------------------------------------------------------------------------- 10....................... Front Cover Page and Back Cover 11....................... Table of Contents 12....................... General Information and History 13....................... Investment Objectives and Policies, Investment Restrictions, Appendix 14....................... Officers and Trustees 15....................... Control Persons and Principal Holders of Shares 16....................... Investment Advisory and Administrative Services, Custodian, Independent Certified Public Accountants, Back Cover 17....................... Brokerage Allocation 18....................... Fund Shares and Other Securities 19....................... How to Buy Shares, How to Redeem or Sell Purchase, Exchange, Redemption, Shares, How the Funds Value Their Shares and Pricing of Shares 20....................... Taxes 21....................... Principal Underwriter 22....................... Calculation of Performance and Yield Quotations 23....................... Financial Statements
PART A -------------------------------------- INFORMATION REQUIRED IN A PROSPECTUS P R O S P E C T U S MAY 1, 1996 - ------------------------------------------------------------------------------- WRIGHT U.S. TREASURY MONEY MARKET FUND A SERIES OF The Wright Managed Income Trust A MUTUAL FUND SEEKING HIGH CURRENT INCOME - ------------------------------------------------------------------------------- AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S. GOVERNMENT, AND THERE IS NO ASSURANCE THAT THE FUND WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE. Write To: THE WRIGHT MANAGED INVESTMENT FUNDS, BOS 725, BOX 1559, BOSTON, MA 02104 Or Call: THE FUND ORDER ROOM - (800) 225-6265 - ------------------------------------------------------------------------------- This Prospectus is designed to provide you with information you should know before investing. Please retain this document for future reference. A Statement of Additional Information dated May 1, 1996 has been filed with the Securities and Exchange Commission and is incorporated herein by reference. This Statement is available without charge from Wright Investors' Service Distributors, Inc., 1000 Lafayette Boulevard, Bridgeport, Connecticut 06604 (800-888-9471). SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR GUARANTEED BY ANY BANK OR OTHER INSURED DEPOSITORY INSTITUTION, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY. SHARES OF THE FUND INVOLVE INVESTMENT RISKS, INCLUDING FLUCTUATIONS IN VALUE AND THE POSSIBLE LOSS OF SOME OR ALL OF THE PRINCIPAL INVESTMENT. TABLE OF CONTENTS PAGE An Introduction to the Fund....................... 2 Shareholder and Fund Expenses..................... 4 Financial Highlights.............................. 5 The Fund's Investment Objectives and Policies..... 6 Other Investment Policies......................... 6 Special Investment Considerations................. 7 The Investment Adviser............................ 7 The Administrator................................. 8 How the Fund Values its Shares.................... 9 How to Buy Shares................................. 9 How Shareholder Accounts are Maintained........... 10 Distributions by the Fund......................... 10 Taxes............................................. 11 How to Exchange Shares............................ 12 How to Redeem or Sell Shares...................... 13 Performance Information........................... 14 Other Information................................. 15 Tax-Sheltered Retirement Plans.................... 16 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. AN INTRODUCTION TO THE FUND THE INFORMATION SUMMARIZED BELOW IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED INFORMATION SET FORTH IN THIS PROSPECTUS. The Trust................The Wright Managed Income Trust (the "Trust") is an open-end management investment company known as a mutual fund, is registered under the Investment Company Act of 1940, as amended, and consists of six series (the "Funds") (including five series that are being offered under a separate prospectus). Each Fund is a diversified fund and represents a separate and distinct series of the Trust's shares of beneficial interest. The Fund.................WRIGHT U.S. TREASURY MONEY MARKET FUND Investment...............The Fund seeks to provide as high a rate of current Objective income as possible consistent with the preservation of capital and maintenance of liquidity. The Fund intends to invest exclusively in securities of the U.S. Government (as defined on page 6). Net Asset Value.........The Fund seeks to maintain a stable net asset value of $1.00 per share by valuing its securities by the amortized cost method. Accordingly, the Fund will limit its investments to securities with a remaining maturity of 13 months or less and will maintain a weighted average portfolio maturity of not more than 90 days. There can be no assurance that the Fund will be able to maintain a stable net asset value or that the Fund will achieve its investment objective. Net asset value is calculated three times per day. The Investment...........The Fund has engaged Wright Investors' Service, Inc., Adviser 1000 Lafayette Boulevard, Bridgeport,CT 06604 ("Wright" or the "Investment Adviser") as investment adviser to carry out the investment and reinvestment of the Fund's assets. The Administrator........The Fund also has retained Eaton Vance Management ("Eaton Vance" or the "Administrator"), 24 Federal Street, Boston, MA 02110 as administrator to manage the Fund's legal and business affairs. The Distributor..........Wright Investors' Service Distributors, Inc. ("WISDI" or the "Principal Underwriter") is the Distributor of the Fund's shares. The Fund does not make payments of distribution fees. How to Purchase..........Shares of the Fund are sold without a sales charge at Fund Shares the net asset value next determined after receipt of a purchase order. The minimum initial investment is $1,000. There is no minimum for subsequent purchases. The $1,000 minimum initial investment is waived for Bank Draft Investing accounts.See "How to Buy Shares." Distribution ............Distributions are paid in additional shares at net Options asset value or cash as the shareholder elects. Unless the shareholder has elected to receive dividends and distributions in cash, dividends and distributions will be reinvested in additional shares of the Fund at net asset value per share as of the investment date. Redemptions..............Shares may be redeemed at the net asset value next determined after receipt of the redemption request by telephone or by mail in good order. Also, shareholders may request that they be provided with special forms of checks. These checks may be made payable by the shareholder to the order of any person in any amount of $500 or more. See "How to Redeem or Sell Shares." Exchange ................Shares of the Fund may be exchanged for shares of Privilege certain other Funds managed by the Investment Adviser at the net asset value next determined after receipt of the exchange request. See "How to Exchange Shares." Taxation.................The Fund has elected to be treated, has qualified and intends to continue to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code. Shareholder..............Each shareholder will receive annual and semi-annual Communications reports containing financial statements, and a statement confirming each share transaction. Financial statements included in annual reports are audited by the Trust's independent certified public accountants. Where possible, shareholder confirmations and account statements will consolidate all Wright investment fund holdings of the shareholder. SHAREHOLDER AND FUND EXPENSES The following table of fees and expenses is provided to assist investors in understanding the various costs and expenses which may be borne directly or indirectly by an investment in the Fund. The percentages shown below representing total operating expenses are based on actual expenses for the fiscal year ended December 31, 1995, adjusted to reflect a voluntary annual expense limitation of 0.45% of average net assets for fiscal year 1996. - ------------------------------------------------------------------------------- SHAREHOLDER TRANSACTION EXPENSES none ANNUALIZED FUND OPERATING EXPENSES after expense allocations and fee reductions (as a percentage of average net assets) INVESTMENT ADVISER FEE (after voluntary fee reduction) 0.16% OTHER EXPENSES (including administration fee of 0.07%) 0.30% ----- TOTAL OPERATING EXPENSES (after reductions) (1) 0.46% ===== - ------------------------------------------------------------------------------- (1) If no fee reduction were made, the annual Fund operating expenses as a percentage of average net assets would be: Investment Adviser Fee -- 0.35%, Other Expenses -- 0.30%, and Total Operating Expenses --0.65%. During the year ended December 31, 1995, custodian fees were reduced by credits resulting from cash balances that the Trust maintained with Investors Bank & Trust Company. If these credits were included, the Total Operating Expenses shown above would have been 0.45%. EXAMPLE OF FUND EXPENSES The following is an illustration of the total transaction and operating expenses that an investor in the Fund would bear over different periods of time, assuming a investment of $1,000, a 5% annual return on the investment and redemption at the end of each period: - ------------------------------------------------------------------------------ 1 Year $ 5 3 Years $15 5 Years $26 10 Years $58 - ------------------------------------------------------------------------------ THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. Federal regulations require the Example to assume a 5% annual return, but actual return will vary. FINANCIAL HIGHLIGHTS The following information should be read in conjunction with the audited financial statements included in the Statement of Additional Information, all of which have been included in reliance upon the report of Deloitte & Touche LLP, independent certified public accountants, as experts in accounting and auditing, which report is contained in the Fund's Statement of Additional Information. Further information regarding the performance of the Fund is contained in the Fund's annual report to shareholders which may be obtained without charge by contacting the Fund's Principal Underwriter, Wright Investors' Service Distributors, Inc. at (800) 888-9471. Year Ended December 31, --------------------------------------------------------------- 1995 1994 1993 1992 1991(2) - ----------------------------------------------------------------------------------------------------------------------------- Net asset value-- beginning of year........ $1.00 $1.00 $1.00 $1.00 $1.00 Income from Investment Operations: Net investment income(1)................ 0.05212 0.03494 0.02503 0.03221 0.02526 Less Distributions: From net investment income.............. (0.05212) (0.03494) (0.02503) (0.03221) (0.02526) --------- --------- --------- --------- --------- Net asset value, end of year............... $1.00 $1.00 $1.00 $1.00 $1.00 ========= ========= ========= ========= ========= Total Return(4)............................ 5.34% 3.55% 2.53% 3.27% 5.06%(3) Ratios/Supplemental Data: Net assets, end of year (000 omitted)... $45,889 $68,877 $11,011 $13,856 $15,233 Ratio of net expenses to average net assets 0.46% 0.45% 0.45% 0.46% 0.25%(3) Net investment income to average net assets 5.22% 3.77% 2.52% 3.19% 4.95%(3) (1)During each of the years in the five-year period ended December 31, 1995, the Investment Adviser reduced its fee and in certain years was allocated a portion of the operating expenses. In addition, custodian fees were reduced by credits resulting from cash balances the Trust maintained with Investors Bank & Trust Company. Had such actions not been undertaken, net investment income per share and the ratios would have been as follows: Year Ended December 31, ---------------------------------------------------- 1995 1994 1993 1992 19912 Net investment income per share............ $0.05120 $0.03253 $0.01977 $0.02958 $0.02159 ========= ========= ========= ========= ========= Ratios (As a percentage of average net assets): Expenses................................ 0.65% 0.71% 0.97% 0.72% 0.97%(3) ========= ========= ========= ========= ========= Net investment income .................. 5.03% 3.51% 1.99% 2.93% 4.23%(3) ========= ========= ========= ========= ========= (2) For the period from the start of business, June 28, 1991, to December 31, 1991. (3) Annualized. (4)Total investment return is calculated assuming a purchase at the net asset value on the first day and a sale at the net asset value on the last day of each period reported. Dividends and distributions, if any, are assumed to be invested at the net asset value on the payable date.
THE FUND'S INVESTMENT OBJECTIVES AND POLICIES The Fund's objective is to provide as high a rate of current income as possible consistent with the preservation of capital and maintenance of liquidity. The Fund will pursue its objective by investing exclusively in securities of the U.S. Government and its agencies that are backed by the full faith and credit of the U.S. Government ("U.S. Government securities") and in repurchase agreements relating to such securities. At least 80% of the Fund's assets will be invested in direct obligations of the U.S. Treasury, including Treasury bills, notes and bonds, which differ only in their interest rates, maturities and times of issuance. Up to 20% of the Fund's net assets may be held in cash or invested in repurchase agreements. However, at the present time, the Fund intends to invest only in U.S. Treasury bills, notes and bonds and does not intend to invest in repurchase agreements. The investment objective of the Fund is not fundamental and may be changed by the Trustees of the Trust without a vote of the Fund's shareholders. Any such change of the investment objective of the Fund will be preceded by thirty days advance notice to each shareholder of the Fund. If any changes were made, the Fund might have investment objectives different from the objectives which an investor considered appropriate at the time the investor became a shareholder in the Fund. The Fund will limit its portfolio to investments maturing in 13 months or less and maintain a weighted average maturity of not more than 90 days. The Fund will seek to maintain a net asset value of $1.00 per share, but there is no assurance that the Fund will be able to do so. The yield of the Fund will fluctuate in response to changes in market conditions and interest rates. The Fund will limit its investments to legal investments and investment practices for Federal credit unions as set forth in the Federal Credit Union Act and the National Credit Union Administration Regulations. The Fund will provide all Federal credit union shareholders of record with sixty (60) days' written notice prior to changing such investment policy. OTHER INVESTMENT POLICIES The Trust has adopted certain fundamental investment restrictions on behalf of the Fund which are enumerated in detail in the Statement of Additional Information and which may be changed only by the vote of a majority of the Fund's outstanding voting securities. Among these restrictions, the Fund may not borrow money in excess of 1/3 of the current market value of its net assets (excluding the amount borrowed), invest more than 5% of the Fund's total assets taken at current market value in the securities of any one issuer, purchase more than 10% of the voting securities of any one issuer or invest 25% or more of the Fund's total assets in the securities of issuers in the same industry. There is, however, no limitation on investments in U.S. Government securities. The Fund has no current intention of borrowing for leverage or speculative purposes during the current fiscal year ending December 31, 1996. The Fund may not invest more than 5% of its total assets (taken at amortized cost) in securities issued by or subject to puts from any one issuer (except U.S. Government securities and repurchase agreements collateralized by such securities), except that a single investment may exceed such limit if such security (i) is rated in the highest rating category of the requisite number of nationally recognized statistical rating organizations or, if unrated, is determined to be of comparable quality and (ii) is held for not more than three business days. In addition, the Fund may not invest more than 5% of its total assets (taken at amortized cost) in securities of issuers not in such highest rating category or, if unrated, of comparable quality. An investment in any one such issuer is limited to no more than 1% of such total assets or $1 million, whichever is greater. The Fund is not intended to be a complete investment program, and the prospective investor should take into account his objectives and other investments when considering the purchase of Fund shares. The Fund cannot eliminate risk or assure achievement of its objective. SPECIAL INVESTMENT CONSIDERATIONS REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements to the extent permitted by its investment policies. A repurchase agreement is an agreement under which the seller of securities agrees to repurchase and the Fund agrees to resell the securities at a specified time and price. A Fund may enter into repurchase agreements only with large, well-capitalized banks or government securities dealers that meet Wright credit standards. In addition, such repurchase agreements will provide that the value of the collateral underlying the repurchase agreement will always be at least equal to the repurchase price, including any accrued interest earned under the repurchase agreement. In the event of a default or bankruptcy by a seller under a repurchase agreement, the Fund will seek to liquidate such collateral. However, the exercise of the right to liquidate such collateral could involve certain costs, delays and restrictions and is not ultimately assured. To the extent that proceeds from any sale upon a default of the obligation to repurchase are less than the repurchase price, the Fund could suffer a loss. FORWARD COMMITMENTS AND WHEN-ISSUED SECURITIES. The Fund may purchase when-issued securities and make contracts to purchase or sell securities for a fixed price at a future date beyond customary settlement time. The Fund is required to hold and maintain in a segregated account with the Fund's custodian or subcustodian until the settlement date, cash, or other high-quality liquid debt obligations in an amount sufficient to meet the purchase price. Alternatively, the Fund may enter into offsetting contracts for the forward sale of other securities that it owns. Securities purchased or sold on a when-issued or forward commitment basis involve a risk of loss if the value of the security to be purchased declines prior to the settlement date or if the value of the security to be sold increases prior to the settlement date. Although the Fund would generally purchase securities on a when-issued or forward commitment basis with the intention of acquiring securities for its portfolio, the Fund may dispose of a when-issued security or forward commitment prior to settlement if the Investment Adviser deems it appropriate to do so. LENDING OF PORTFOLIO SECURITIES. The Fund may also seek to increase its income by lending portfolio securities. Under present regulatory policies, such loans may be made to institutions, such as broker-dealers, and are required to be secured continuously by collateral in cash, cash equivalents, or U.S. Government securities maintained on a current basis at an amount at least equal to the market value of the securities loaned. As with other extensions of credit, there are risks of delay in recovering, or even loss of rights in, the collateral should the borrower of the securities fail financially. However, the loans would be made only to firms deemed by the Investment Adviser to be of good standing, and when, in the judgment of the Investment Adviser, the consideration which can be earned currently from securities loans of this type justifies the attendant risk. If the Investment Adviser determines to make securities loans, it is intended that the value of the securities loaned would not exceed 30% of the value of the total assets of the Fund. THE INVESTMENT ADVISER The Fund has engaged The Winthrop Corporation ("Winthrop"), to act as its investment adviser pursuant to its Investment Advisory Contract. Pursuant to a service agreement effective February 1, 1996 between Winthrop and its wholly-owned subsidiary, Wright Investors' Service, Inc. ("Wright), Wright, acting under the general supervision of the Trust's Trustees, furnishes the Fund with investment advice and management services. Winthrop supervises Wright's performance of this function and retains its contractual obligations under its Investment Advisory Contract with the Fund. The address of both Winthrop and Wright is 1000 Lafayette Boulevard, Bridgeport, Connecticut. The Trustees of the Trust are responsible for the general oversight of the conduct of the Fund's business. Wright is a leading independent international investment management and advisory firm which, together with its parent, Winthrop, has more than 30 years' experience. Its staff of over 150 people includes a highly respected team of 65 economists, investment experts and research analysts. Wright manages assets for bank trust departments, corporations, unions, municipalities, eleemosynary institutions, professional associations, in- stitutional investors, fiduciary organizations, family trusts and individuals as well as mutual funds. Wright operates one of the world's largest and most complete databases of financial information on 13,000 domestic and international corporations. At the end of 1995, Wright managed approximately $4 billion of assets. Under the Fund's Investment Advisory Contract, the Fund is required to pay Winthrop monthly advisory fees at the annual rates (as a percentage of average daily net assets) set forth in the following table. Effective February 1, 1996, Winthrop will cause the Fund to pay to Wright the entire amount of the advisory fee payable by the Fund under its Investment Advisory Contract with Winthrop. As of December 31, 1995, the net assets of the Fund were $45,888,947. For the fiscal year ended December 31, 1995, the Fund would have paid an advisory fee equivalent to 0.35%. To enhance the net income of the Fund, Wright made a reduction of the advisory fee in the amount of $87,656 or from 0.35% to 0.16%. ANNUAL % ADVISORY FEE RATES Under $100 Million to Over $100 Million $500 Million $500 Million ------------ ------------ ------------ 0.35% 0.32% 0.30% Shareholders of the Fund who are also advisory clients of Wright may have agreed to pay Wright a fee for such advisory services. Wright does not intend to exclude from the calculation of the investment advisory fees payable to Wright by such advisory clients the portion of the advisory fee payable by the Fund. Accordingly, a client may pay an advisory fee to Wright in accordance with Wright's customary investment advisory fee schedule charged to investment advisory clients and at the same time, as a shareholder in the Fund, bear its share of the advisory fee paid by the Fund to Wright as described above. Pursuant to the Investment Advisory Contract, Wright also furnishes for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund. The Fund is responsible for the payment of all expenses relating to its operations other than those expressly stated to be payable by Wright under its Investment Advisory Contract. Wright places the portfolio security transactions for the Fund, which in some cases may be effected in block transactions which include other accounts managed by Wright. Wright provides similar services directly for bank trust departments. Wright seeks to execute the Fund's portfolio security transactions on the most favorable terms and in the most effective manner possible. Subject to the foregoing, Wright may consider sales of shares of the Fund or of other investment companies sponsored by Wright as a factor in the selection of broker-dealer firms to execute such transactions. Wright is also the investment adviser to the other Funds in The Wright Managed Income Trust, The Wright Managed Equity Trust, The Wright Managed Blue Chip Series Trust and The Wright EquiFund Equity Trust (the "Wright Funds"). The Trust on behalf of the Fund has also entered into a Distribution Contract with Wright Investors' Service Distributors, Inc. ("WISDI" or the "Principal Underwriter"), a wholly-owned subsidiary of Winthrop. The Fund does not pay WISDI any compensation under its Distribution Contract. THE ADMINISTRATOR The Trust engages Eaton Vance as administrator under an Administration Agreement for the Fund. Under the Administration Agreement, Eaton Vance is responsible for managing the legal and business affairs of the Fund, subject to the supervision of the Trust's Trustees. Eaton Vance services include recordkeeping, preparation and filing of documents required to comply with federal and state securities laws, supervising the activities of the Fund's custodian and transfer agent, providing assistance in connection with the Trustees' and shareholders' meetings and other administrative services necessary to conduct the Fund's business. Eaton Vance will not provide any investment management or advisory services to the Fund. For its services under the Administration Agreement, Eaton Vance receives a monthly administration fee at the annual rates (as a percentage of average daily net assets) set forth in the following table. Annual % -- Administration Fee Rates Fee Rate Paid $100 Million for the Under to Over Fiscal Year $100 Million $500 Million $500 Million Ended 12/31/95 ------------ ------------ ------------ -------------- 0.07% 0.03% 0.02% 0.07% Eaton Vance, its affiliates and its predecessor companies have been managing assets of individuals and institutions since 1924 and managing investment companies since 1931. In addition to acting as the administrator of the Fund, Eaton Vance or its affiliates act as investment adviser to investment companies and various individual and institutional clients with assets under management of approximately $16 billion. Eaton Vance is a wholly-owned subsidiary of Eaton Vance Corp. ("EVC"), a publicly held holding company. EVC, through its subsidiaries and affiliates, engages in investment management and marketing activities, oil and gas operations, real estate investment consulting and management, and the development of precious metals properties. HOW THE FUND VALUES ITS SHARES The net asset value per share of the Fund is computed three times on each day the New York Stock Exchange (the "Exchange") is open, at noon, at 3:00 p.m. and as of the close of regular trading on the Exchange - normally 4:00 p.m. New York time. The net asset value is determined by the Fund's custodian (as agent for the Fund) in the manner authorized by the Trustees of the Trust. The Trustees of the Trust have determined that it is in the best interests of the Fund and its shareholders to maintain a stable price of $1.00 per share by valuing portfolio securities by the amortized cost method in accordance with a rule of the Securities and Exchange Commission. HOW TO BUY SHARES Shares of the Fund are sold without a sales charge at the net asset value next determined after the receipt of a purchase order as described below. Shares purchased before noon will earn interest for that day. Shares purchased before 3:00 p.m. will earn interest for that day. Shares purchased between 3:00 p.m. and 4:00 p.m. will start to earn interest the next business day. The minimum initial investment is $1,000. There is no minimum amount required for subsequent purchases. The $1,000 minimum initial investment is waived for Bank Draft Investing accounts, which may be established with an investment of $50 or more with a minimum of $50 applicable to each subsequent investment. The Fund reserves the right to reject any order for the purchase of its shares or to limit or suspend, without prior notice, the offering of its shares. BY WIRE: Investors may purchase shares by transmitting immediately available funds (Federal Funds) by wire to: Boston Safe Deposit and Trust Company One Boston Place Boston, MA ABA: 011001234 Account 081345 Further Credit: Wright U.S. Treasury Money Market Fund (Include your Fund account number) Initial purchase - Upon making an initial investment by wire, an investor must first telephone the Order Department of the Fund at (800) 225-6265, ext. 3, to advise of the action and to be assigned an account number. If this telephone call is not made, it may not be possible to process the order promptly. In addition, an Account Instructions form, which is available through WISDI, should be promptly forwarded to First Data Investor Services Group (the "Transfer Agent") at the following address: Wright Managed Investment Funds BOS725 P.O. Box 1559 Boston, Massachusetts 02104 Subsequent Purchases - Additional investments may be made at any time through the wire procedure described above. The Fund's Order Department must be immediately advised by telephone at (800) 225-6265, ext. 3, of each transmission of funds by wire. BY MAIL: Initial Purchases - The Account Instructions form available through WISDI should be completed by an investor, signed and mailed with a check, Federal Reserve Draft, or other negotiable bank draft, drawn on a U.S. bank and payable in U.S. dollars, to the order of the Wright U.S. Treasury Money Market Fund, and mailed to the Transfer Agent at the above address. Subsequent Purchases - Additional purchases may be made at any time by an investor by check, Federal Reserve draft, or other negotiable bank draft, drawn on a U.S. bank and payable in U.S. dollars, to the order of the Fund at the above address. The sub-account, if any, to which the subsequent purchase is to be credited should be identified together with the sub-account number and, unless otherwise agreed, the name of the sub-account. BANK DRAFT INVESTING - FOR REGULAR SHARE ACCUMULATION: Cash investments of $50 or more may be made through the shareholder's checking account via bank draft each month or quarter. The $1,000 minimum initial investment and small account redemption policy are waived for Bank Draft Investing accounts. Transactions in money market instruments normally require immediate settlement in Federal Funds. Accordingly, purchase orders will be executed at the net asset value next determined (see "How the Fund Values Its Shares") after their receipt by the Fund only if the Fund has received payment in cash or in Federal Funds. If remitted in other than the foregoing manner, such as by money order or personal check, purchase orders will be executed as of the close of business on the second Boston business day after receipt. Information on how to procure a Federal Reserve Draft or to transmit Federal Funds by wire is available at banks. A bank may charge for these services. HOW SHAREHOLDER ACCOUNTS ARE MAINTAINED Upon the initial purchase of Fund shares, an account will be opened for the account of the investor or sub-account of an investor. Subsequent investments may be made at any time by mail to the Transfer Agent or by wire, as noted above. Distributions paid in additional shares are credited to Fund accounts monthly. Confirmation statements indicating total shares of the Fund owned in the account or each sub-account will be mailed to shareholders quarterly and at the time of each purchase or redemption. The issuance of shares will be recorded on the books of the Fund. The Trust does not issue share certificates. DISTRIBUTIONS BY THE FUND Any net income earned by the Fund will be declared daily as a dividend to shareholders of record at the time of declaration. Such dividends will be paid on the last business day of each month and will be reinvested in additional shares of the Fund unless the shareholder elects to receive the dividends in cash. Net income will consist of interest accrued and discount earned, if any, less any accrued estimated expenses subsequent to the prior calculation of net income, if any, on the assets of the Fund. Distributions of net short-term capital gains, if any, will be made at least annually shortly before or after the close of the Fund's fiscal year. TAXES The Fund is treated as a separate entity for federal income tax purposes under the Internal Revenue Code of 1986, as amended (the "Code"). The Fund has qualified and elected to be treated as a regulated investment company under the Code and intends to continue to qualify as such. In order to so qualify, the Fund must meet certain requirements with respect to sources of income, diversification of assets, and distributions to shareholders. The Fund does not pay federal income or excise taxes to the extent that it distributes to its shareholders all of its net investment income and net realized capital gains in accordance with the timing requirements of the Code and will not be subject to income, corporate excise or franchise taxation in Massachusetts as long as it qualifies as a regulated investment company under the Code. For federal income tax purposes, distributions derived from the Fund's net investment income and net short-term capital gains are taxable as ordinary income, whether received in cash or reinvested in additional shares. Distributions derived from net long-term capital gains, if any, will be treated as long-term capital gains, whether paid in cash or reinvested in additional shares. Since it is anticipated that virtually all of the Fund's income will be derived from interest income rather than dividends, it is unlikely that any portion of the dividends paid by the Fund will be eligible for the dividends received deduction for corporations. In order to avoid federal excise tax, the Code requires that the Fund distribute (or be deemed to have distributed) by December 31 of each calendar year at least 98% of its ordinary income for such year, at least 98% of the excess of its realized capital gains over its realized capital losses for the one-year period ending on October 31 or, by election, December 31 if the Fund's taxable year ends on that date and 100% of any income or capital gain from the prior year (as previously computed) that was not paid out during such year and on which the Fund paid no federal income tax. Annually, shareholders of the Fund that are not exempt from information reporting requirements will receive information on Form 1099 to assist in reporting the prior calendar year's distributions and redemptions (including exchanges) on federal and state income tax returns. Dividends declared by the Fund in October, November or December of any calendar year to shareholders of record as of a date in such a month and paid the following January will be treated for federal income tax purposes as having been received by shareholders on December 31 of the year in which they are declared. Under Section 3406 of the Code, individuals and other nonexempt shareholders who have not provided the Fund their correct taxpayer identification numbers and certain required certifications will be subject to backup withholding of 31% on distributions made by the Fund other than on proceeds of redemptions (including exchanges) of the Fund's shares. In addition, the Trust may be required to impose backup withholding if it is notified by the IRS or a broker that the taxpayer identification number is incorrect or that backup withholding applies because of underreporting of interest or dividend income. If such withholding is applicable, such distributions will be reduced by the amount of tax required to be withheld. Shareholders who are not United States persons should also consult their tax advisers as to the potential application of certain U.S. taxes, including a U.S. withholding tax at the rate of 30% (or at a lower treaty rate) on dividends representing ordinary income to them, and of foreign taxes to their investment in the Fund. Special tax rules apply to IRA accounts (including penalties on certain distributions and other transactions) and to other special classes of investors, such as tax-exempt organizations, banks or insurance companies. Investors should consult their tax advisers for more information. Dividends and other distributions may, of course, also be subject to state and local taxes. A state income (and possibly local income and/or intangible property) tax exemption is generally available to the extent the Fund's distributions are derived from interest on (or, in the case of intangibles taxes, the value of its assets is attributable to) certain U.S. Government obligations, including direct obligations of the U.S. Treasury, provided in some states that certain thresholds for holdings of such obligations and/or reporting requirements are satisfied. Shareholders should consult their own tax advisers with respect to the tax status of distributions from the Fund or redemption of Fund shares in their own states and localities. HOW TO EXCHANGE SHARES Shares of the Fund may be exchanged for shares of the other funds in The Wright Managed Income Trust, The Wright Managed Equity Trust or The Wright EquiFund Equity Trust at net asset value at the time of the exchange. This exchange offer is available only in states where shares of such other fund may be legally sold. Each exchange is subject to the applicable minimum initial investment of $1,000 in the Fund. The prospectus of each fund describes its investment objectives and policies and shareholders should obtain a prospectus and consider these objectives and policies carefully before requesting an exchange. Shareholders purchasing shares from an Authorized Dealer may effect exchanges between the above funds through their Authorized Dealer who will transmit information regarding the requested exchanges to the Transfer Agent. First Data Investor Services Group makes exchanges at the next determined net asset value after receiving a request in writing mailed to the address provided under "How To Buy Shares." Telephone exchanges are also accepted if the exchange involves shares valued at less than $50,000 and on deposit with First Data Investor Services Group and the investor has not disclaimed in writing the use of the privilege. To effect such exchanges, call First Data Investor Services Group at (800) 262-1122 or within Massachusetts, (617) 573-9403, Monday through Friday, 9:00 a.m. to 4:00 p.m (Eastern time). All such telephone exchanges must be registered in the same name(s) and with the same address and social security or other taxpayer identification number as are registered with the Fund from which the exchange is being made. Neither the Trust, the Principal Underwriter nor First Data Investor Services Group will be responsible for the authenticity of exchange instructions received by telephone, provided that reasonable procedures have been followed to confirm that instructions communicated are genuine, and if such procedures are not followed, the Trust, the Fund, the Principal Underwriter or First Data Investor Services Group may be liable for any losses due to unauthorized or fraudulent telephone instructions. Telephone instructions will be tape recorded. In times of drastic economic or market changes, the telephone exchange privilege may be difficult to implement. When calling to make a telephone exchange, shareholders should have available their account number and social security or other taxpayer identification numbers. Additional documentation may be required for written exchange requests if shares are registered in the name of a corporation, partnership or fiduciary. Any exchange request may be rejected by a Fund or the Principal Underwriter at its discretion. The exchange privilege may be changed or discontinued without penalty at any time. Shareholders will be given sixty (60) days' notice prior to any termination or material amendment of the exchange privilege. Contact the Transfer Agent, First Data Investor Services Group, for additional information concerning the exchange privilege. Shareholders should be aware that for federal and state income tax purposes, an exchange is a sale, but it generally will not result in a gain or loss provided that the Fund has maintained a constant net asset value. HOW TO REDEEM OR SELL SHARES Shares of the Fund will be redeemed at the net asset value next determined after receipt of a redemption request in good order as described below. Proceeds will be mailed within seven days of such receipt. However, at various times the Fund may be requested to redeem shares for which it has not yet received good payment. If the shares to be redeemed represent an investment made by check, the Fund may delay payment of redemption proceeds until the check has been collected which, depending upon the location of the issuing bank, could take up to 15 days. For federal and state income tax purposes, a redemption of shares is a taxable transaction, but it generally will not result in recognition of a gain or loss provided that the Fund has maintained a constant net asset value. THROUGH AUTHORIZED DEALERS: Shareholders using Authorized Dealers may redeem shares through such Dealers. BY TELEPHONE: All shareholders are automatically eligible for the telephone redemption privilege, unless the account application indicates otherwise. Shareholders may effect a redemption by calling the Fund's Order Department at (800) 225-6265 (8:30 a.m. to 4:00 p.m. Eastern time). In times when the volume of telephone redemptions is heavy, additional phone lines will automatically be added by the Fund. However, in times of drastic economic or market changes, a telephone redemption may be difficult to implement. When calling to make a telephone redemption, shareholders should have available their account number. If the redemption request is received before 3:00 p.m., the proceeds will be wired the same day to the shareholder's account, and the shares redeemed will not be entitled to that day's dividend. A daily dividend will be paid on shares redeemed if the redemption request is received after 3:00 p.m. However, the proceeds are not wired until the following business day. Trust Departments may make redemptions and deposit the proceeds in checking or other accounts of clients, as specified in instructions furnished to the Fund at the time of initially purchasing Fund shares. Neither the Trust, the Principal Underwriter nor First Data Investor Services Group will be responsible for the authenticity of redemption instructions received by telephone, provided that reasonable procedures have been followed to confirm that instructions communicated are genuine, and if such procedures are not followed, the Trust, the Fund, the Principal Underwriter or First Data Investor Services Group may be liable for any losses due to unauthorized or fraudulent telephone instructions. Also, shareholders may effect a redemption by calling the Funds' Transfer Agent, First Data Investor Services Group, at (800) 262-1122 (8:30 a.m. to 4:00 p.m. Eastern time) if the redemption involves shares valued at less than $50,000 and on deposit with First Data Investor Services Group. Payment will be made by check to the address of record. BY MAIL: A shareholder may also redeem all or any number of shares at any time by mail by delivering the request with a stock power to the Transfer Agent, First Data Investor Services Group, Wright Managed Investment Funds, BOS725, P.O. Box 1559, Boston, Massachusetts 02104. As in the case of telephone requests, payments will normally be made within one business day after receipt of the redemption request in good order. Good order means that written redemption requests or stock powers must be endorsed by the record owner(s) exactly as the shares are registered and the signature(s) must be guaranteed by a member of either the Securities Transfer Association's STAMP program or the New York Stock Exchange's Medallion Signature Program, or certain banks, savings and loan institutions, credit unions, securities dealers, securities exchanges, clearing agencies and registered securities associations as required by a regulation of the Securities and Exchange Commission and acceptable to First Data Investor Services Group. In addition, in some cases, good order may require the furnishing of additional documents, such as where shares are registered in the name of a corporation, partnership or fiduciary. BY CHECK: Shareholders of the Fund may appoint Boston Safe Deposit & Trust Company ("Boston Safe") their agent and may request that Boston Safe provide them with special forms of checks drawn on Boston Safe. These checks may be made payable by the shareholder to the order of any person in any amount of $500 or more. When a check is presented to Boston Safe for payment, the number of full and fractional shares required to cover the amount of the check will be redeemed from the shareholder's account by Boston Safe as the shareholder's agent. Through this procedure the shareholder will continue to be entitled to distributions paid on his shares up to the time the check is presented to Boston Safe for payment. If the amount of the check is greater than the value of the shares held in the shareholder's account, for which the Fund has collected payment, the check will be returned and the shareholder may be subject to extra charges. Forms required to set up this service may be obtained from the Principal Underwriter. Shareholders will be required to execute signature cards and will be subject to Boston Safe's rules and regulations governing such checking accounts. There is no charge to shareholders for this service. This service may be terminated or suspended at any time by the Fund or Boston Safe. The right to redeem shares of the Fund and to receive payment therefor may be suspended at times (a) when the securities markets are closed, other than customary weekend and holiday closings, (b) when trading is restricted for any reason, (c) when an emergency exists as a result of which disposal by the Fund of securities owned by it is not reasonably practicable or it is not reasonably practicable for the Fund fairly to determine the value of its net assets, or (d) when the Securities and Exchange Commission by order permits a suspension of the right of redemption or a postponement of the date of payment or redemption. Although the Fund normally intends to redeem shares in cash, the Fund, subject to compliance with applicable regulations, reserves the right to deliver the proceeds of redemptions in the form of portfolio securities if deemed advisable by the Trustees of the Trust. The value of any such portfolio securities distributed will be determined in the manner as described under "How the Fund Values its Shares." If the amount of the Fund's shares to be redeemed for a shareholder within a 90-day period exceeds the lesser of $250,000 or 1% of the aggregate net asset value of the Fund at the beginning of such period, the Fund reserves the right to deliver all or any part of such excess in the form of portfolio securities. If portfolio securities were distributed in lieu of cash, the shareholder would normally incur transaction costs upon the disposition of any such securities. Due to the relatively high cost of maintaining small accounts, the Fund reserves the right to redeem fully at net asset value any account (including accounts of clients of Institutional Investors) which at any time, due to redemption or transfer, amounts to less than $1,000 for the Fund; any shareholder who makes a partial redemption which reduces his account to less than $1,000 would be subject to the Fund's right to redeem such account. Prior to the execution of any such redemption, notice will be sent and the shareholder will be allowed 60 days from the date of notice to make an additional investment to meet the required minimum of $1,000. Thus, an investor making an initial investment of $1,000 would not be able to redeem shares without being subject to this policy. PERFORMANCE INFORMATION From time to time, quotations of the Fund's "yield" and "effective yield" may be included in advertisements and communications to shareholders. Both yield figures are based on historical earnings and are not intended to indicate future performance. The "yield" of the Fund refers to the net income generated by an investment in the Fund over a specified seven-day period. This income is then "annualized." That is, the amount of income generated by the investment during that week is assumed to be generated each week over a 52-week period and is shown as a percentage of the investment. The "effective yield" is expressed similarly but, when annualized, the income earned by an investment in the Fund is assumed to be reinvested. The "effective yield" will be slightly higher than the "yield" because of the compounding effect of this assumed reinvestment. "Yield" and "effective yield" for the Fund will vary based on changes in market conditions, the level of interest rates and the level of the Fund's expenses. Investors should note that the investment results of the Fund will fluctuate over time, and any presentation of the Fund's yield or effective yield for any prior period should not be considered as a representation of what an investment may earn or what an investor's yield or effective yield may be in any future period. If the expenses of the Fund were reduced by Wright, the Fund's performance would be higher. OTHER INFORMATION The Trust is a business trust established under Massachusetts law and is a no-load, open-end management investment company. The Trust was established pursuant to a Declaration of Trust dated February 17, 1983, as amended. The Trust's shares of beneficial interest have no par value. Shares of the Trust may be issued in two or more series or "Funds". The Trust currently has, in addition to the Fund, five other Funds, which are offered under a separate prospectus. Each Fund's shares may be issued in an unlimited number by the Trustees of the Trust. Each share of a Fund represents an equal proportionate beneficial interest in that Fund and, when issued and outstanding, the shares are fully paid and non-assessable by the relevant Fund. Shareholders are entitled to one vote for each full share held. Fractional shares may be voted in proportion to the amount of the net asset value of a Fund which they represent. Voting rights are not cumulative, which means that the holders of more than 50% of the shares voting for the election of Trustees of a Trust can elect 100% of the Trustees and, in such event, the holders of the remaining less than 50% of the shares voting on the matter will not be able to elect any Trustees. Shares have no preemptive or conversion rights and are freely transferable. Upon liquidation of a Fund, shareholders are entitled to share pro rata in the net assets of the particular Fund available for distribution to shareholders, and in any general assets of the relevant Trust not allocated to a particular Fund by the Trustees. As permitted by Massachusetts law, there will normally be no meetings of shareholders for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees holding office have been elected by shareholders. In such an event the Trustees then in office will call a shareholders' meeting for the election of Trustees. Except for the foregoing circumstances and unless removed by action of the shareholders in accordance with each Trust's by-laws, the Trustees shall continue to hold office and may appoint successor Trustees. The Trustees shall only be liable in cases of their willful misfeasance, bad faith, gross negligence, or reckless disregard of their duties. The Trust's by-laws provide that no person shall serve as a Trustee if shareholders holding two-thirds of the outstanding shares have removed such person from that office either by a written declaration filed with the Trust's custodian or by votes cast at a meeting called for that purpose. The Trustees shall promptly call a meeting of the shareholders for the purpose of voting upon a question of removal of a Trustee when requested so to do by the record holders of not less than 10 per centum of the outstanding shares. TAX-SHELTERED RETIREMENT PLANS The Fund is a suitable investment for individual retirement account plans for individuals and their non-employed spouses, pension and profit sharing plans for self-employed individuals, corporations and non-profit organizations, or 401(k) tax-sheltered retirement plans. For more information, write to: Wright Investors' Service Distributors, Inc. 1000 Lafayette Boulevard Bridgeport, Connecticut 06604 or call: (800) 888-9471 WRIGHT MONEY MARKET FUND PROSPECTUS MAY 1, 1996 WRIGHT U.S. TREASURY MONEY MARKET FUND INVESTMENT ADVISER Wright Investors' Service, Inc. 1000 Lafayette Boulevard Bridgeport, Connecticut 06604 PRINCIPAL UNDERWRITER Wright Investors' Service Distributors, Inc. 1000 Lafayette Boulevard Bridgeport, Connecticut 06604 ADMINISTRATOR Eaton Vance Management 24 Federal Street Boston, Massachusetts 02110 CUSTODIAN Investors Bank & Trust Company 89 South Street Boston, Massachusetts 02111 TRANSFER AGENT First Data Investor Services Group Wright Managed Investment Funds BOS 725 P.O. Box 1559 Boston, Massachusetts 02104 AUDITORS Deloitte & Touche LLP 125 Summer Street Boston, Massachusetts 02110 24 FEDERAL STREET BOSTON, MASSACHUSETTS 02110 - ------------------------------------------------------------------------------- Description of art work on front cover of Prospectus Two thin green vertical lines on the right side of the page. - ------------------------------------------------------------------------------- PROSPECTUS MAY 1, 1996 WRIGHT U.S. TREASURY MONEY MARKET FUND PART A ------------------------------------- INFORMATION REQUIRED IN A PROSPECTUS P R O S P E C T U S MAY 1, 1996 - ------------------------------------------------------------------------------- THE WRIGHT MANAGED INCOME TRUST A MUTUAL FUND CONSISTING OF FIVE SERIES, OR FUNDS, SEEKING A HIGH LEVEL OF RETURN - ------------------------------------------------------------------------------- WRIGHT U.S. TREASURY FUND WRIGHT U.S. TREASURY NEAR TERM FUND WRIGHT TOTAL RETURN BOND FUND WRIGHT INSURED TAX-FREE BOND FUND WRIGHT CURRENT INCOME FUND - ------------------------------------------------------------------------------- Write To: THE WRIGHT MANAGED INVESTMENT FUNDS, BOS 725, BOX 1559, BOSTON, MA 02104 Or Call: THE FUND ORDER ROOM -- (800) 225-6265 - ------------------------------------------------------------------------------- This combined Prospectus is designed to provide you with information you should know before investing. Please retain this document for future reference. A combined Statement of Additional Information dated May 1, 1996, for the Funds has been filed with the Securities and Exchange Commission and is incorporated herein by reference. This Statement is available without charge from Wright Investors' Service Distributors, Inc., 1000 Lafayette Boulevard, Bridgeport, Connecticut 06604 (Telephone (800) 888-9471). SHARES OF THE FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR GUARANTEED BY ANY BANK OR OTHER INSURED DEPOSITORY INSTITUTION, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY. SHARES OF THE FUNDS INVOLVE INVESTMENT RISKS, INCLUDING FLUCTUATIONS IN VALUE AND THE POSSIBLE LOSS OF SOME OR ALL OF THE PRINCIPAL INVESTMENT. TABLE OF CONTENTS PAGE An Introduction to the Funds...................... 2 Shareholder and Fund Expenses..................... 4 Financial Highlights.............................. 5 The Funds and their Investment Objectives and Policies10 Wright U.S. Treasury Fund (WUSTB)............... 10 Wright U.S. Treasury Near Term Fund (WNTB)...... 10 Wright Total Return Bond Fund (WTRB)............ 10 Wright Insured Tax-Free Bond Fund (WTFB)........ 10 Wright Current Income Fund (WCIF)............... 11 Other Investment Policies......................... 12 Special Investment Considerations................. 12 The Investment Adviser............................ 15 The Administrator................................. 17 Distribution Expenses............................. 18 How the Funds Value their Shares.................. 18 How to Buy Shares................................. 19 How Shareholder Accounts are Maintained........... 20 Distributions by the Funds........................ 20 Taxes............................................. 21 How to Exchange Shares............................ 24 How to Redeem or Sell Shares...................... 24 Performance Information........................... 26 Other Information................................. 26 Tax-Sheltered Retirement Plans.................... 27 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. AN INTRODUCTION TO THE FUNDS THE INFORMATION SUMMARIZED BELOW IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED INFORMATION SET FORTH IN THIS PROSPECTUS. The Trust................The Wright Managed Income Trust (the "Trust") is an open-end management investment company known as a mutual fund, is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), and consists of six series (the "Funds") including one series that is being offered under a separate prospectus. Each Fund is a diversified fund and represents a separate and distinct series of the Trust's shares of beneficial interest. Investment Objective.....Each Fund seeks to provide a high level of return consistent with the quality standards and average maturity for such Fund. The Funds................WRIGHT U.S.TREASURY FUND (WUSTB) invests in U.S. Treasury bills, notes and bonds. See page 10. WRIGHT U.S. TREASURY NEAR TERM FUND (WNTB) invests in U.S. Treasury bills, notes and bonds, with an average weighted maturity of less than five years. See page 10. WRIGHT TOTAL RETURN BOND FUND (WTRB) invests in high-quality bonds or other debt securities of varying maturities which will, in the Investment Adviser's opinion, achieve the best total return of ordinary income plus capital appreciation. Accordingly, investment selections and maturities will differ depending on the particular phase of the interest rate cycle. See page 10. WRIGHT INSURED TAX-FREE BOND FUND (WTFB) invests primarily in high-grade municipal bonds and other intermediate or long-term securities that provide interest income which is exempt from Federal income taxes and which are covered by insurance guaranteeing the timely payment of principal and interest. The portfolio will have an average weighted maturity that produces the best compromise between generous return and stability of principal. See page 10. WRIGHT CURRENT INCOME FUND (WCIF) invests in debt obligations issued or guaranteed by the U.S. Government or any of its agencies, especially mortgage pass-through securities of the Government National Mortgage Association (GNMA). The Fund reinvests all principal payments. See page 11 and "Special Investment Considerations -- Mortgage-Related Securities" page 14. The Investment...........Each Fund has engaged Wright Investors' Service, Inc., Adviser 1000 Lafayette Boulevard, Bridgeport, CT 06604 ("Wright" or the "Investment Adviser") as investment adviser to carry out the investment and reinvestment of the Fund's assets. The Administrator........Each Fund also has retained Eaton Vance Management ("Eaton Vance" or the "Administrator"), 24 Federal Street Boston, MA 02110 as administrator to manage the Fund's legal and business affairs. The Distributor..........Wright Investors' Service Distributors, Inc. ("WISDI" or the "Principal Underwriter") is the Distributor of the Fund's shares and receives a distribution fee equal on an annual basis to 2/10 of 1% of each Fund's average daily net assets. How to Purchase..........There is no sales charge on the purchase of Fund Fund Shares shares. Shares of any Fund may be purchased at the net asset value per share next determined after receipt and acceptance of a purchase order. The minimum initial investment is $1,000 which will be waived for investments in 401(k) tax-sheltered retirement plans. There is no minimum for subsequent purchases. The $1,000 minium initial investment is waived for Bank Draft Investing accounts which may be established with an investment of $50 or more with a minimum of $50 applicable to each subsequent investment. Shares also may be purchased through an exchange of securities. See "How to Buy Shares." Distribution Options ...Any net investment income earned by the Funds will be declared daily and distributed monthly. Distributions of net short-term and long-term capital gains will be made at least annually. Distributions including dividends are paid in additional shares at net asset value or cash as the shareholder elects. Unless the shareholder has elected to receive dividends and distributions in cash, dividends and distributions will be reinvested in additional shares of the Fund at net asset value per share as of the ex-dividend date. Redemptions..............Shares may be redeemed directly from a Fund at the net asset value per share next determined after receipt of the redemption request in good order. A telephone redemption privilege is available. See "How to Redeem or Sell Shares." Exchange Privilege .....Shares of the Funds may be exchanged for shares of certain other funds managed by the Investment Adviser at the net asset value next determined after receipt of the exchange request. There may be limits on the number and frequency of exchanges. See "How to Exchange Shares." Net Asset Value..........Net asset value per share of each Fund is calculated on each day the New York Stock Exchange is open for trading. Call (800) 888-9471 for the current day's net asset value. Taxation.................Each Fund has elected to be treated, has qualified and intends to continue to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code and, consequently, should not be liable for federal income tax on net investment income and net realized capital gains that are distributed to shareholders in accordance with applicable timing requirements. Shareholder..............Each shareholder will receive annual and semi-annual Communications reports containing financial statements, and a statement confirming each share transaction. Financial statements included in annual reports are audited by the Trust's independent certified public accountants. Where possible, shareholder confirmations and account statements will consolidate all Wright investment fund holdings of the shareholder. THE PROSPECTUSES OF THE FUNDS ARE COMBINED IN THIS PROSPECTUS. EACH FUND OFFERS ONLY ITS OWN SHARES, YET IT IS POSSIBLE THAT A FUND MIGHT BECOME LIABLE FOR A MISSTATEMENT IN THE PROSPECTUS OF ANOTHER FUND. THE TRUSTEES OF THE TRUST HAVE CONSIDERED THIS IN APPROVING THE USE OF A COMBINED PROSPECTUS. SHAREHOLDER AND FUND EXPENSES -- THE WRIGHT MANAGED INCOME TRUST The following table of fees and expenses is provided to assist investors in understanding the various costs and expenses which may be borne directly or indirectly by an investment in each Fund. The percentages shown below representing total operating expenses are based on actual amounts incurred for the fiscal year ended December 31, 1995, except as noted. Wright Wright Wright Wright Wright U.S. Treasury U.S. Treasury Total Return Insured Tax-Free Current Fund Near Term Fund Bond Fund Bond Fund Income Fund (WUSTB) (WNTB) (WTRB) (WTFB) (WCIF) - ------------------------------------------------------------------------------------------------------------------------ Shareholder Transaction Expenses None None None None None Annualized Fund Operating Expenses after expense allocations and fee reductions (as a percentage of average net assets) Investment Adviser Fee (after fee reduction) 0.29% 0.43% 0.41% 0.00% 0.40% Rule 12b-1 Distribution Expense (after expense reduction) 0.00% 0.20% 0.20% 0.00% 0.20% Other Expenses (including administration fee) (1) 0.64% 0.16% 0.20% 0.96% 0.27% ------ ------ ------ ------ ------ Total Operating Expenses (after reductions)* 0.93% 0.79% 0.81% 0.96% 0.87% - ------------------------------------------------------------------------------------------------------------------------ (1) Administration fees were as follows: 0.10% for WUSTB, WTFB and WCIF; 0.07% for WNTB; and 0.09% for WTRB. * If there had been no reduction of management or distribution fees for WUSTB and WTFB, WUSTB's distribution expense and total operating expenses as a percentage of net assets would be 0.20% and 1.24% and WTFB's investment adviser fee, distribution expense and total operating expenses as a percentage of net assets would be 0.40%, 0.20% and 1.57%. In addition, during the year ended December 31, 1995, custodian fees were reduced by credits resulting from cash balances maintained with Investors Bank & Trust Company. If these credits were included, Total Operating Expenses shown above would have been 0.90% for WUSTB; 0.78% for WNTB; and 0.90% for WTFB.
EXAMPLE OF FUND EXPENSES The following is an illustration of the total transaction and operating expenses that an investor in each Fund would bear over different periods of time, assuming an investment of $1,000, a 5% annual return on the investment and redemption at the end of each period: Wright Wright Wright Wright Wright U.S. Treasury U.S. Treasury Total Return Insured Tax-Free Current Fund Near Term Fund Bond Fund Bond Fund Income Fund (WUSTB) (WNTB) (WTRB) (WTFB) (WCIF) - ---------------------------------------------------------------------------------------------------------------------------- 1 Year $ 9 $ 8 $ 8 $ 10 $ 9 3 Years 30 25 26 31 28 5 Years 51 44 45 53 48 10 Years 114 98 100 118 107 - ----------------------------------------------------------------------------------------------------------------------------- THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. Federal regulations require the Example to assume a 5% annual return, but actual return will vary.
FINANCIAL HIGHLIGHTS The following information should be read in conjunction with the audited financial statements included in the Statement of Additional Information, all of which have been so included in reliance upon the report of Deloitte & Touche LLP, independent certified public accountants, as experts in accounting and auditing, which is contained in the Funds' Statement of Additional Information. Further information regarding the performance of a Fund is contained in its annual report to shareholders which may be obtained without charge by contacting the Funds' Principal Underwriter, Wright Investors' Service Distributors, Inc. at (800) 888-9471. WRIGHT U.S. TREASURY FUND Year Ended December 31, ---------------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986 - ------------------------------------------------------------------------------------------------------------------------ Net asset value, beginning of year. $12.250 $ 14.360 $ 13.190 $13.220 $12.100 $ 12.300 $ 11.440 $11.540 $13.070 $11.800 ---------------- -------- -------- ---------------- -------- -------- -------- -------- Income (loss) from Investment Operations: Net investment income(1)......... $ 0.880 $ 0.880 $ 0.892 $ 0.911 $ 0.902 $ 0.912 $ 0.937 $ 0.950 $ 0.978 $ 1.012 Net realized and unrealized gain (loss) on investments.................. 2.458 (2.110) 1.170 (0.030) 1.120 (0.202) 0.859 (0.100) (1.398) 1.258 ---------------- -------- -------- ---------------- -------- -------- -------- -------- Total income (loss) from investment operations..................... $ 3.338 $ (1.230)$ 2.062 $ 0.881 $ 2.022 $ 0.710 $ 1.796 $ 0.850 $(0.420) $ 2.270 ---------------- -------- -------- ---------------- -------- -------- -------- -------- Less Distributions: From net investment income....... $(0.878)$ (0.880)$(0.892) $(0.911) $(0.902)$ (0.910) $ (0.936)$(0.950)$(1.100) $(1.000) From net realized gain on investment transactions.................... -- -- -- -- -- -- -- -- (0.010) -- ---------------- -------- -------- ---------------- -------- -------- -------- -------- Total distributions........... $(0.878)$ (0.880)$(0.892) $(0.911) $(0.902) $(0.910) $(0.936) $(0.950)$(1.110)$ (1.000) ---------------- -------- -------- ---------------- -------- -------- -------- -------- Net asset value, end of year....... $14.710 $ 12.250 $ 14.360 $13.190 $13.220 $ 12.100 $ 12.300 $11.440 $11.540 $13.070 ======= ======== ======== ======== ======== ======= ======== ======= ======= ========== Total Return(2).................... 28.18% (8.66%) 15.90% 7.07% 17.56% 6.33% 16.26% 7.60% (2.96%) 19.91% Ratios/Supplemental Data: Net assets,end of year(000 omitted)$ 15,156 $ 16,658 $29,846 $29,703 $ 33,857 $ 37,293 $49,445 $36,037 $41,337 $46,602 Ratio of net expenses to average net assets...................... 0.9% 0.9% 0.9% 0.9% 0.9% 0.9% 0.9% 0.9% 0.7% 0.9% Ratio of net investment income to average net assets.............. 6.6% 6.9% 6.3% 7.1% 7.4% 8.1% 7.9% 8.3% 8.1% 8.0% Portfolio Turnover Rate.......... 8% 1% 12% 15% 15% 32% 15% 14% 68% 7% (1)During the year ended December 31, 1987, the operating expenses of the Fund were reduced either by a reduction of the investment adviser fee, administrator fee, or distribution fee or through certain expense allocations to the Adviser or a combination of these. During each of the four years ended December 31, 1995, the operating expenses of the Fund were reduced either by an allocation of expenses to the Adviser or a reduction in distribution fee, or a combination of these. Had such actions not been undertaken, the net investment income per share and the ratios would have been as follows: Year Ended December 31, -------------------------------------------- 1995 1994 1993 1992 1987 Net investment income per share.... $ 0.827 $ 0.854 $ 0.878 $ 0.898 $ 0.960 ======== ======== ================ ======== Ratios (As a percentage of average net assets): Expenses........................ 1.2% 1.1% 1.0% 1.0% 0.8% ======== ======== ================ ======== Net investment income........... 6.2% 6.7% 6.2% 7.0% 8.0% ======== ======== ================ ======== (2)Total investment return is calculated assuming a purchase at the net asset value on the first day and a sale at the net asset value on the last day of each year reported. Dividends and distributions, if any, are assumed to be reinvested at the net asset value on the record date.
WRIGHT U.S. TREASURY NEAR TERM FUND Year Ended December 31, ---------------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986 - ------------------------------------------------------------------------------------------------------------------------ Net asset value, beginning of year. $ 9.920 $ 10.840 $ 10.660 $10.750 $10.260 $ 10.330 $ 10.160 $10.500 $11.400 $11.020 -------- -------- -------- -------- ------- -------- -------- -------- -------- -------- Income (loss) from Investment Operations: Net investment income(1)......... $ 0.631 $ 0.588 $ 0.655 $ 0.739 $ 0.795 $ 0.871 $ 0.928 $ 0.928 $ 0.969 $ 0.999 Net realized and unrealized gain (loss) on investments.................. 0.524 (0.920) 0.180 (0.090) 0.489 (0.068) 0.160 (0.340) (0.739) 0.391 -------- -------- ------ -------- -------- ------- -------- -------- -------- -------- Total income (loss) from investment operations..................... $ 1.155 $ (0.332) $ 0.835 $ 0.649 $1.284 $ 0.803 $ 1.088 $ 0.588 $ 0.230 $ 1.390 -------- --------- ------- -------- ------- -------- -------- -------- -------- -------- Less Distributions: From net investment income....... $ (0.625)$ (0.588)$(0.655) $(0.739) $(0.794) $ (0.873)$(0.918) $(0.928) $(1.120)$(0.990) From net realized gain on investment transactions.................... -- -- -- -- -- -- -- -- (0.010) (0.020) --------- ------- -------- -------- -------- ------- -------- -------- -------- -------- Total distributions........... $ (0.625)$ (0.588)$(0.655) $(0.739) $(0.794) $ (0.873)$(0.918) $(0.928)$ 1.130)$(1.010) ---------- ------ -------- -------- -------- ------- -------- -------- -------- ------ Net asset value, end of year....... $ 10.450 $ 9.920 $ 10.840 $10.660 $10.750 $ 10.260 $ 10.330 $10.160 $10.500 $11.400 ======= ======== ======== ======== ======= ======== ======== ======== ======== ========= Total Return(2).................... 11.93% (3.10%) 7.95% 6.26% 13.08% 8.23% 11.17% 5.75% 2.34% 13.12% Ratios/Supplemental Data: Net assets,end of year 000 omitted)$143,600 $212,122 $380,917 $371,074 $232,407 $253,537 $237,558 $199,200 $192,947 $152,809 Ratio of net expenses to average net assets...................... 0.8% 0.7% 0.7% 0.8% 0.8% 0.8% 0.8% 0.8% 0.6% 0.8% Ratio of net investment income to average net assets.............. 6.1% 5.7% 6.0% 6.9% 7.7% 8.6% 9.0% 8.9% 9.1% 8.9% Portfolio Turnover Rate.......... 21% 33% 22% 6% 18% 25% 28% 23% 7% 12% (1) During the year ended December 31, 1987, the Adviser and the Administrator reduced their fees. Had such actions not been undertaken, the net investment income per share and the ratios would have been as follows: Year Ended December 31, 1987 Net investment income per share.... $ 0.949 ======== Ratios (As a percentage of average net assets): Expenses........................ 0.8% ======== Net investment income........... 8.9% ======== (2)Total investment return is calculated assuming a purchase at the net asset value on the first day and a sale at the net asset value on the last day of each year reported. Dividends and distributions, if any, are assumed to be reinvested at the net asset value on the record date.
WRIGHT TOTAL RETURN BOND FUND Year Ended December 31, ---------------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986 - ------------------------------------------------------------------------------------------------------------------------ Net asset value, beginning of year. $ 11.430 $ 13.010 $ 12.610 $12.580 $11.700 $ 12.010 $ 11.430 $11.560 $13.120 $11.930 -------- -------- -------- -------- ------- -------- ------- ------- -------- ------- Income (loss) from Investment Operations: Net investment income(1)......... $ 0.758 $ 0.740 $ 0.789 $ 0.830 $ 0.854 $ 0.886 $ 0.923 $ 0.947 $ 0.957 $ 0.996 Net realized and unrealized gain (loss) on investments.................. 1.685 (1.580) 0.580 0.030 0.880 (0.312) 0.573 (0.130) (1.367) 1.364 -------- -------- -------- -------- ------- -------- -------- -------- -------- -------- Total income (loss) from investment operations..................... $ 2.443 $ (0.840)$ 1.369 $ 0.860 $ 1.734 $ 0.574 $ 1.496 $ 0.817 $(0.410)$ 2.360 -------- -------- -------- -------- ------- -------- -------- -------- -------- -------- Less Distributions: From net investment income....... $ (0.753)$ (0.740)$(0.789) $(0.830) $(0.854)$(0.884) $(0.916) $(0.947) $(1.140)$(1.000) From net realized gain on investments -- -- (0.177) -- -- -- -- -- (0.010) (0.170) In excess of net realized gain on investments..................... -- -- (0.003) -- -- -- -- -- -- -- -------- -------- -------- -------- ------- -------- -------- -------- -------- -------- Total distributions........... $ (0.753)$(0.740) $(0.969) $(0.830) $(0.854)$(0.884) $(0.916) $(0.947) $(1.150)$(1.170) -------- -------- -------- -------- ------- -------- -------- -------- -------- -------- Net asset value, end of year....... $ 13.120 $ 11.430 $ 13.010 $12.610 $12.580 $ 11.700 $ 12.010 $11.430 $11.560 $13.120 ======= ======== ======== ======= ======== ======== ======= ======= ======== ======== Total Return(2).................... 21.97% (6.57%) 11.03% 7.13% 15.38% 5.29% 13.58% 7.24% (3.13%) 20.54% Ratios/Supplemental Data: Net assets,end of year(000 omitted)$122,762 $143,497 $ 259,513 $217,564 $ 134,728 $112,408$82,141 $31,410 $28,051 $19,278 Ratio of net expenses to average net assets...................... 0.8% 0.8% 0.8% 0.8% 0.8% 0.8% 0.9% 0.9% 0.8% 0.9% Ratio of net investment income to average net assets.............. 6.2% 6.1% 6.0% 6.7% 7.2% 7.7% 7.7% 8.2% 8.2% 7.8% Portfolio Turnover Rate.......... 50% 32% 36% 13% 56% 48% 33% 11% 120% 20% (1)The Principal Underwriter reduced its distribution fees during each of the four years in the period ended December 31, 1989. The Adviser and the Administrator also reduced their fees during the year ended December 31, 1987. Had such actions not been undertaken, the net investment income per share and the ratios would have been as follows: Year Ended December 31, -------------------------------- 1989 1988 1987 1986 -------------------------------- Net investment income per share.... $ 0.911 $ 0.934 $ 0.937 $ 0.981 ======== ======= ======== ======== Ratios (As a percentage of average net assets): Expenses....................... 1.0% 1.0% 1.0% 1.1% ======== ======= ======== ======== Net investment income........... 7.6% 8.1% 8.0% 7.6% ======== ======= ======== ======== (2)Total investment return is calculated assuming a purchase at the net asset value on the first day and a sale at the net asset value on the last day of each year reported. Dividends and distributions, if any, are assumed to be reinvested at the net asset value on the record date.
WRIGHT INSURED TAX-FREE BOND FUND Year Ended December 31, ---------------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986 - ------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of year. $11.020 $ 12.170 $ 11.600 $11.330 $10.840 $ 10.870 $ 10.730 $10.660 $11.170 $10.370 -------- -------- -------- -------- ------- -------- -------- -------- -------- ------- Income from Investment Operations: Net investment income(1)......... $ 0.531 $ 0.560 $ 0.556 $ 0.601 $ 0.614 $ 0.647 $ 0.603 $ 0.601 $ 0.594 $ 0.663 Net realized and unrealized gain (loss) on investments.................. 0.729 (1.050) 0.570 0.270 0.492 (0.030) 0.137 0.070 (0.354) 0.807 --------- -------- ------- -------- -------- ------- -------- -------- -------- ------- Total income from investment operations..................... $ 1.260 $ (0.490)$ 1.126 $ 0.871 $ 1.106 $ 0.617 $ 0.740 $ 0.671 $ 0.240 $1.470 -------- ---------- ------ -------- -------- ------- -------- -------- -------- ------- Less Distributions: From net investment income...... $(0.530)$ (0.560)$ (0.556) $(0.601) $(0.616)$ (0.647)$(0.600) $(0.601)$(0.750)$(0.670) From net realized gains......... -- (0.100) -- -- -- -- -- -- -- -- -------- --------- ------- -------- -------- ------- -------- -------- -------- ------- Total distributions........... $(0.530) $ (0.660)$ (0.556) $(0.601) $(0.616)$ (0.647) $(0.600) $(0.601)$(0.750)$(0.670) -------- --------- ------- -------- -------- ------- -------- -------- -------- ------ Net asset value, end of year....... $11.750 $ 11.020 $ 12.170 $11.600 $11.330 $ 10.840 $ 10.870 $10.730 $10.660 $11.170 ======= ======== ======== ======== ======= ======== ======== ======== ======= ========== Total Return(3).................... 11.64% (4.08%) 9.89% 7.91% 10.50% 5.93% 7.11% 6.42% 2.26% 14.67% Ratios/Supplemental Data: Net assets,end of year(000 omitted)$ 9,935 $ 10,647 $18,205 $13,454 $8,396 $5,513 $ 6,989 $7,983 $ 9,440 $8,050 Ratio of net expenses to average net assets...................... 1.0%(2) 0.9% 0.9% 0.9% 0.9% 1.0% 0.9% 0.9% 1.0% 0.9% Ratio of net investment income to average net assets.............. 4.6% 4.8% 4.7% 5.3% 5.6% 6.0% 5.6% 5.6% 5.5% 6.1% Portfolio Turnover Rate.......... 8% 4% 7% 10% 2% 28% 61% 5% 16% 4% (1) During each of the ten years in the period ended December 31, 1995, the operating expenses of the Fund were reduced either by a reduction of the investment adviser fee, administrator fee, or distribution fee or through the allocation of expenses to the Adviser, or a combination of these. Had such actions not been undertaken, the net investment income per share and the ratios would have been as follows: Year Ended December 31, ---------------------------------------------------------------------------- 1994 1993 1992 1991 1990 1989 1988 1987 1986 - ------------------------------------------------------------------------------------------------------------------------- Net investment income per share.... $ 0.513 $ 0.521 $ 0.556 $ 0.537 $ 0.528 $ 0.506 $ 0.520 $ 0.559 $ 0.610 ======== ======== ======== ======= ======== ======== ======== ======== ======== Ratios (As a percentage of average net assets): Expenses....................... 1.3% 1.1% 1.3% 1.6% 2.1% 1.8% 1.6% 1.3% 1.7% ======== ======== ======== ======== ======= ======== ======== ======== ======== Net investment income........... 4.4% 4.4% 4.9% 4.9% 4.9% 4.7% 4.9% 5.2% 5.3% ======== ======== ======== ======== ======= ======== ======== ======== ======== (2) During the year ended December 31, 1995, custodian fees were reduced by credits resulting from cash balances that the Trust maintained with Investors Bank & Trust Company. If these credits were considered, the ratio of net expenses to average net assets would have been reduced to 0.9%. (3) Total investment return is calculated assuming a purchase at the net asset value on the first day and a sale at the net asset value on the last day of each year reported. Dividends and distributions, if any, are assumed to be reinvested at the net asset value on the record date.
WRIGHT CURRENT INCOME FUND Year Ended December 31, ------------------------------------------------------------------------------ FINANCIAL HIGHLIGHTS 1995 1994 1993 1992 1991 1990 1989 1988 1987(2) - ------------------------------------------------------------------------------------------------------------------------ Net asset value, beginning of year.. $ 9.710 $ 10.750 $10.780 $10.850 $ 10.160 $ 10.090 $ 9.660 $ 9.760 $10.000 -------- -------- -------- ------- -------- -------- -------- -------- -------- Income (loss) from Investment Operations: Net investment income(1).......... $ 0.696 $ 0.690 $ 0.728 $ 0.767 $ 0.798 $ 0.859 $ 0.870 $ 0.929 $ 0.628 Net realized and unrealized gain (loss) on investments................... 0.955 (1.040) (0.030) (0.069) 0.690 0.080 0.440 (0.100) (0.240) -------- -------- -------- ---------------- -------- -------- -------- -------- Total income (loss) from investment operations...................... $ 1.651 $ (0.350) $0.698 $ 0.698 $ 1.488 $ 0.939 $ 1.310 $ 0.829 $0.388 -------- -------- -------- ---------------- -------- -------- -------- -------- Less Distributions: [4] From net investment income........ $ (0.691)$ (0.690)$(0.728) $(0.767)$ (0.798)$(0.859) $(0.870) $(0.929) $(0.628) From net realized gain............ -- -- -- (0.001) -- (0.010) (0.010) -- -- -------- -------- -------- -------- ------- -------- -------- -------- -------- Total distributions.............. $ (0.691)$ (0.690)$(0.728) $(0.768) $(0.798) $(0.869) $(0.880)$(0.929) $(0.628) --------- -------- ------- -------- -------- -------- -------- ------- --------- Net asset value, end of year........ $ 10.670 $ 9.710 $10.750 $10.780 $10.850 $10.160 $10.090 $ 9.660 $ 9.760 ======== ======= ======= ======== ======== ======== ======== ======== ======== Total Return(5)..................... 17.46% (3.30%) 6.59% 6.73% 15.31% 9.85% 14.15% 8.71% 4.06% Ratios/Supplemental Data: Net assets, end of year (000 omitted) $66,345 $84,178 $115,158 $99,676 $65,700 $ 7,601 $13,925 $10,990 $5,435(3) Ratio of net expenses to average net assets 0.9% 0.8% 0.8% 0.9% 0.9% 0.9% 0.9% 0.0% 0.0%(3) Ratio of net investment income to average net assets............... 6.8% 6.9% 6.7% 7.2% 7.6% 8.6% 8.8% 9.5% 9.2% Portfolio Turnover Rate........... 26% 10% 4% 13% 5% 10% 15% 12% 2% (1) During each of the five years in the period ended December 31, 1991, the operating expenses of the Fund were reduced either by a reduction of the investment adviser fee, administrator fee, or distribution fee or through the allocation of expenses to the Adviser, or a combination of these. Had such actions not been undertaken, the net investment income per share and the ratios would have been as follows: Year Ended December 31, ------------------------------------------ 1991 1990 1989 1988 1987(2) ------- ------- --------- ------- ------- Net investment income per share.... $ 0.787 $ 0.809 $ 0.821 $ 0.807 $ 0.524 ======== ======= ======== ======== ====== Ratios (As a percentage of average net assets): Expenses....................... 1.0% 1.4% 1.4% 1.8% 1.8%(3) ======== ======== ====== ======== ======== Net investment income........... 7.5% 8.1% 8.3% 7.7% 7.4%(3) ======== ======== ====== ======== ======== (2) Period from April 15, 1987 (commencement of operations) to December 31, 1987. (3) Computed on an annualized basis. (4) Includes distribution in excess of net investment income of $.00013 per share. (5) Total investment return is calculated assuming a purchase at the net asset value on the first day and a sale at the net asset value on the last day of each year reported. Dividends and distributions, if any, are assumed to be reinvested at the net asset value on the record date.
THE FUNDS AND THEIR INVESTMENT OBJECTIVES AND POLICIES Each Fund's investment objective is to provide a high level of return consistent with the quality standards and average maturity for such Fund. Each Fund seeks to achieve its objective through the investment policies described below. Except as otherwise indicated, the investment objectives have not been identified as fundamental and the objectives and policies of each Fund may be changed by the Trust's Trustees without a vote of the Fund's shareholders. Any such change of the investment objective of a Fund will be preceded by thirty days advance notice to each shareholder of such Fund. If such changes were made, the Funds might have investment objectives different from the objectives which an investor considered appropriate at the time the investor became a shareholder in the Fund. There is no assurance that any of the Funds will achieve its investment objective. The market prices of securities held by the Funds will vary inversely with interest rate changes, which will cause the net asset value of each Fund's shares to fluctuate. WRIGHT U.S. TREASURY FUND (WUSTB). WUSTB invests in U.S. Treasury bills, notes and bonds. Under normal market conditions, the Fund will invest substantially all, but in any case at least 65%, of its net assets in such U.S. Treasury obligations and in repurchase agreements with respect to such obligations. The Fund will not invest in mortgage-related securities. WRIGHT U.S. TREASURY NEAR TERM FUND (WNTB). WNTB invests in U.S. Treasury obligations with an average weighted maturity of less than five years. This Fund is designed to appeal to the investor seeking a high level of income that is normally somewhat less variable and normally somewhat higher than that available from short-term U.S. Treasury money market securities and who is also seeking to limit fluctuation of capital (i.e., compared with longer term U.S. Treasury securities). Portfolio securities will consist entirely of U.S. Treasury obligations, such as U.S. Treasury bills, notes and bonds. WRIGHT TOTAL RETURN BOND FUND (WTRB). WTRB invests in bonds or other debt securities of high quality selected by the Investment Adviser with an average weighted maturity that, in the Investment Adviser's judgment, produces the best total return, i.e., the highest total of ordinary income plus capital appreciation. Accordingly, investment selections may differ depending on the particular phase of the interest rate cycle. Assets of this Fund may be invested in U.S. Government and agency obligations, certificates of deposit of federally insured banks and corporate obligations rated at the date of investment "A" or better (high grade) by Standard & Poor's Ratings Group ("Standard & Poor's") or by Moody's Investors Service, Inc. ("Moody's") or, if not rated by such rating organizations, of comparable quality as determined by Wright pursuant to guidelines established by the Trust's Trustees. In any case, they must also meet Wright Quality Rating Standards. WRIGHT INSURED TAX FREE BOND FUND (WTFB). WTFB invests primarily in high-grade municipal bonds and other high-grade, long-term debt securities that provide current interest income exempt from regular Federal income tax. In addition to meeting the Investment Adviser's quality standards, such securities will be rated A or better by Standard & Poor's or Moody's or, if not rated by such rating organizations, be of at least comparable quality as determined by the Investment Adviser. During normal market conditions the Fund will invest at least 80% of the value of its total assets in municipal securities the interest on which is exempt from regular Federal income tax; in addition, under normal market conditions, at least 65% of the Fund's investments will consist of municipal securities that are covered by insurance guaranteeing the timely payment of principal and interest. This is a fundamental investment policy which may be changed only by the vote of a majority of the Fund's outstanding voting securities. (For information on the insurance coverage for the Fund's securities, see "Portfolio Insurance" on page 13.) Such municipal securities are described under "Special Investment Considerations" below and normally will not include certain "private activity" obligations, the interest on which is a tax preference item that could subject shareholders to or increase their liability for the Federal alternative minimum tax. For temporary defensive purposes the Fund may invest more than 20% of its net assets in taxable securities, as also described under "Special Investment Considerations," and may invest more than 35% of its assets in securities that are not covered by insurance. The Fund may also invest up to 20% of its net assets in such "private activity" obligations and taxable securities (1) if, in the Investment Adviser's opinion, investment considerations make it advisable to do so, (2) to meet temporary liquidity requirements, and (3) during the period between a commitment to purchase municipal bonds and the settlement date of such purchase. Rather than simply hold a fixed portfolio of bonds, the Investment Adviser will attempt to take advantage of opportunities in the marketplace to achieve a higher total return (i.e., the combination of income and capital performance over the long term) when such action is not inconsistent with the objective of providing a high level of tax-free income. The Fund will have an average weighted maturity that, in the Investment Adviser's judgment, produces the best compromise between return and stability of principal. Distributions of the Fund's annual interest income from its tax-exempt securities will generally be exempt from regular federal income tax. Distributions exempt from regular federal income tax may not be exempt from the federal alternative minimum tax or from state or local taxes, and distributions, if any, made from realized capital gains or other taxable income will be subject to federal, state and local taxes where applicable. In addition, the market prices of municipal bonds, like those of taxable debt securities, vary inversely with interest rate changes. As a result, the Fund's net asset value per share can be expected to fluctuate and shareholders may receive more or less than the purchase price for shares which they redeem. The Fund intends all municipal securities in which it invests will be covered by insurance guaranteeing the timely payment of principal and interest. The insurance covering municipal securities in the Fund's portfolio may be provided (i) under a "new issue" insurance policy obtained by the issuer or underwriter of a municipal security, (ii) under a "secondary market" policy purchased by the Fund with respect to a municipal security or (iii) under a portfolio insurance policy maintained by the Fund. These forms of insurance, which are more fully described below under "Portfolio Insurance", are available from a number of insurance companies. The Fund will only acquire insurance from, and purchase municipal securities insured by, companies whose claims paying ability is rated AAA or Aaa at the time of purchase. Changes in the financial condition of an insurer could result in a subsequent reduction or withdrawal of such rating. In each case, such insurance policies guarantee only the timely payment of principal and interest on the insured municipal security. Market value, which may fluctuate due to changes in interest rates or factors affecting the credit of the issuer or the insurer, is not insured. WRIGHT CURRENT INCOME FUND (WCIF). WCIF invests primarily in debt obligations issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, mortgage-related securities of governmental or corporate issuers and corporate debt securities. The U.S. Government securities in which the Fund may invest include direct obligations of the U.S. Government, such as bills, notes, and bonds issued by the U.S. Treasury; obligations of U.S. Government agencies and instrumentalities secured by the full faith and credit of the U.S. Treasury, such as securities of the Government National Mortgage Association (GNMA) or the Export-Import Bank; obligations secured by the right to borrow from the U.S. Treasury, such as securities issued by the Federal Financing Bank or the Student Loan Marketing Association; and obligations backed only by the credit of the government agency itself, such as securities of the Federal Home Loan Bank, the Federal National Mortgage Association (FNMA) and the Federal Home Loan Mortgage Corporation (FHLMC). The Fund may invest in mortgage-related securities issued by certain of the agencies or federally chartered corporations listed above. These include mortgage-backed securities of GNMA, FNMA and FHLMC, debentures and short-term notes issued by FNMA and collateralized mortgage obligations issued by FHLMC. WCIF expects to concentrate its investments in Ginnie Mae pass-through securities guaranteed by the Government National Mortgage Association (GNMA or Ginnie Mae). These securities are backed by a pool of mortgages which pass through to investors the principal and interest payments of homeowners. Ginnie Mae guarantees that investors will receive timely principal payments even if homeowners do not make their mortgage payments on time. See "Special Investment Considerations -- Mortgage-Related Securities" below. The corporate debt securities in which the Fund may invest include commercial paper and other short-term instruments rated A-1 by Standard & Poor's or P-1 by Moody's. The Fund may invest in unrated debt securities if these are determined by Wright pursuant to guidelines established by the Trust's Trustees to be of a quality comparable to that of the rated securities in which the Fund may invest. All of the corporate debt securities purchased by the Fund must meet Wright Quality Rating Standards. The Fund may enter into repurchase agreements with respect to any securities in which it may invest. OTHER INVESTMENT POLICIES The Trust has adopted certain fundamental investment restrictions which are enumerated in detail in the Statement of Additional Information and which may be changed as to a Fund only by the vote of a majority of the Fund's outstanding voting securities. Among these restrictions, the Trust may not borrow money in excess of 1/3 of the current market value of the net assets of a Fund (excluding the amount borrowed), invest more than 5% of a Fund's total assets taken at current market value in the securities of any one issuer, allow a Fund to purchase more than 10% of the voting securities of any one issuer or invest 25% or more of a Fund's total assets in the securities of issuers in the same industry. There is, however, no limitation in respect to investments in obligations issued or guaranteed by the U.S. Government or its agencies or instrumentalities. None of the Funds has any current intention of borrowing for leverage or speculative purposes. The Trust may, with respect to WTFB, invest more than 25% of the total assets of the Fund in municipal securities of one of more issuers of the following types: public housing authorities; state and local housing finance authorities; and municipal utilities systems, provided that they are secured or backed by the U.S. Treasury or other U.S. Government agencies or by any agency, insurance company, bank or other financial organization acceptable to the Trust's Trustees. There could be economic, business or political developments which might affect all municipal securities of a similar type. However, the Trust believes that the most important consideration affecting risk is the quality of municipal securities and/or the creditworthiness of any guarantor thereof. None of the Funds is intended to be a complete investment program, and the prospective investor should take into account his objectives and other investments when considering the purchase of any Fund's shares. The Funds cannot eliminate risk or assure achievement of their objectives. SPECIAL INVESTMENT CONSIDERATIONS REPURCHASE AGREEMENTS. Each of the Funds may enter into repurchase agreements to the extent permitted by its investment policies. A repurchase agreement is an agreement under which the seller of securities agrees to repurchase and the Fund agrees to resell the securities at a specified time and price. A Fund may enter into repurchase agreements only with large, well-capitalized banks or government securities dealers that meet Wright credit standards. In addition, such repurchase agreements will provide that the value of the collateral underlying the repurchase agreement will always be at least equal to the repurchase price, including any accrued interest earned under the repurchase agreement. In the event of a default or bankruptcy by a seller under a repurchase agreement, the Fund will seek to liquidate such collateral. However, the exercise of the right to liquidate such collateral could involve certain costs, delays and restrictions and is not ultimately assured. To the extent that proceeds from any sale upon a default of the obligation to repurchase are less than the repurchase price, the Fund could suffer a loss. DEFENSIVE INVESTMENTS. During periods of unusual market conditions, when Wright believes that investing for temporary defensive purposes is appropriate, all or a portion of each Fund's assets may be held in cash or invested in short-term obligations. Short-term obligations that may be held by WTRB, WTFB and WCIF include but are not limited to short-term obligations issued or guaranteed as to interest and principal by the U.S. Government or any agency or instrumentality thereof (including repurchase agreements collateralized by such securities); commercial paper which at the date of investment is rated A-1 by Standard & Poor's or P-1 by Moody's, or, if not rated by such rating organizations, is deemed by Wright pursuant to procedures established by the Trustees to be of comparable quality; short-term corporate obligations and other debt instruments which at the date of investment are rated AA or better by Standard & Poor's or Aa or better by Moody's or, if unrated by such rating organizations, are deemed by Wright pursuant to procedures established by the Trustees to be of comparable quality; and certificates of deposit, bankers' acceptances and time deposits of domestic banks which are determined to be of high quality by Wright pursuant to procedures established by the Trustees. The Funds may invest in instruments and obligations of banks that have other relationships with the Funds, Wright or Eaton Vance. No preference will be shown towards investing in banks which have such relationships. MUNICIPAL SECURITIES. Municipal securities in which the WTFB may invest include municipal notes and municipal bonds. Municipal notes are generally used to provide for short-term capital needs and generally have maturities of one year or less. Municipal bonds include general obligation bonds, which are secured by the issuer's pledge of its faith, credit and taxing power for payment of principal and interest, and revenue bonds, which are generally paid from the revenues of a particular facility or a specific excise tax or other source. PORTFOLIO INSURANCE. The three types of insurance are "new issue" insurance, portfolio insurance and "secondary market" insurance. WTFB will obtain a portfolio insurance policy which would guarantee payment of principal and interest on eligible municipal securities owned by WTFB which are not otherwise insured by "new issue" insurance or "secondary market" insurance and which would therefore require insurance coverage under WTFB's investment policies. Under a portfolio policy, the insurer may from time to time establish criteria for determining municipal securities eligible for insurance. WTFB will not purchase a municipal security which is not eligible for coverage under a portfolio policy unless the municipal security is otherwise insured. Unlike "new issue" insurance, which continues in force for the life of the security, a municipal security will be entitled to the benefit of insurance under a portfolio policy only so long as WTFB owns the security. If WTFB sells the security, the insurance protection ends. As a result, the Trust will generally not attribute any value to portfolio insurance in valuing WTFB's investments. However, if any municipal security is in default or presents a material risk of default, the Trust intends to continue to hold the security in its portfolio and to place a value on the insurance protection. Thus, the Investment Adviser's ability to manage the portfolio of WTFB or to obtain portfolio insurance from other insurers may be limited to the extent that it holds defaulted municipal securities. Portfolio insurance cannot be cancelled by the insurer with respect to any municipal security already held by WTFB except for non-payment of premiums. However, there is no assurance that portfolio insurance will be available at reasonable premium rates. WTFB may at times purchase "secondary market" insurance on municipal securities which it holds or acquires. Like "new issue" insurance, this insurance continues in force for the life of the municipal security for the benefit of any holder of the security. The purchase of secondary market insurance would be reflected in the market value of the municipal security and, if available, may enable WTFB to dispose of a defaulted security at a price similar to that of comparable, undefaulted securities. Insurance premiums paid by WTFB for portfolio insurance would be treated as an expense of WTFB, reducing WTFB's net investment income. While the amount of premiums depends on the composition of WTFB's portfolio, WTFB estimates that, at current rates, its annual premium expense for portfolio insurance, if purchased, would range from 0.1% to 0.5% of that portion of WTFB's assets covered by such insurance. Premiums paid, however, for secondary market insurance would be treated as capital costs, increasing WTFB's cost basis in its investments and reducing its effective yield. During the year ended December 31, 1995, WTFB did not incur any insurance premiums. MORTGAGE-RELATED SECURITIES. WTRB and WCIF may invest in mortgage-related securities, including collateralized mortgage obligations ("CMOs") and other derivative mortgage-related securities. These securities will either be issued by the U.S. Government or one of its agencies or instrumentalities or, if privately issued, supported by mortgage collateral that is insured, guaranteed or otherwise backed by the U.S. Government or its agencies or instrumentalities. THE FUNDS DO NOT INVEST IN THE RESIDUAL CLASSES OF CMOS, STRIPPED MORTGAGE-RELATED SECURITIES, LEVERAGED FLOATING RATE INSTRUMENTS OR INDEXED SECURITIES. Mortgage-related securities represent participation interests in pools of adjustable and fixed mortgage loans. Unlike conventional debt obligations, mortgage-related securities provide monthly payments derived from the monthly interest and principal payments (including any prepayments) made by the individual borrowers on the pooled mortgage loans. The mortgage loans underlying mortgage-related securities are generally subject to a greater rate of principal prepayments in a declining interest rate environment and to a lesser rate of principal prepayments in an increasing interest rate environment. Under certain interest and prepayment rate scenarios, a Fund may fail to recover the full amount of its investment in mortgage-related securities purchased at a premium, notwithstanding any direct or indirect governmental or agency guarantee. The Fund may realize a gain on mortgage-related securities purchased at a discount. Since faster than expected prepayments must usually be invested in lower yielding securities, mortgage-related securities are less effective than conventional bonds in "locking in" a specified interest rate. Conversely, in a rising interest rate environment, a declining prepayment rate will extend the average life of many mortgage-related securities. Extending the average life of a mortgage-related security increases the risk of depreciation due to future increases in market interest rates. A Fund's investments in mortgage-related securities may include conventional mortgage pass-through securities and certain classes of multiple class CMOs. Senior CMO classes will typically have priority over residual CMO classes as to the receipt of principal and/or interest payments on the underlying mortgages. The CMO classes in which a Fund may invest include sequential and parallel pay CMOs, including planned amortization class ("PAC") and target amortization class ("TAC") securities. Different types of mortgage-related securities are subject to different combinations of prepayment, extension, interest rate and/or other market risks. Conventional mortgage pass-through securities and sequential pay CMOs are subject to all of these risks, but are typically not leveraged. PACs, TACs and other senior classes of sequential and parallel pay CMOs involve less exposure to prepayment, extension and interest rate risk than other mortgage-related securities, provided that prepayment rates remain within expected prepayment ranges or "collars." THE INVESTMENT ADVISER Each Fund has engaged The Winthrop Corporation ("Winthrop"), to act as its investment adviser pursuant to an Investment Advisory Contract. Pursuant to a service agreement effective February 1, 1996 between Winthrop and its wholly-owned subsidiary, Wright Investors' Service, Inc. ("Wright), Wright, acting under the general supervision of the Trust's Trustees, furnishes each Fund with investment advice and management services. Winthrop supervises Wright's performance of this function and retains its contractual obligations under its Investment Advisory Contract with each Fund. The address of both Winthrop and Wright is 1000 Lafayette Boulevard, Bridgeport, Connecticut. The Trustees of the Trust are responsible for the general oversight of the conduct of the Funds' business. Wright is a leading independent international investment management and advisory firm which, together with its parent, Winthrop, has more than 30 years' experience. Its staff of over 150 people includes a highly respected team of 65 economists, investment experts and research analysts. Wright manages assets for bank trust departments, corporations, unions, municipalities, eleemosynary institutions, professional associations, institutional investors, fiduciary organizations, family trusts and individuals as well as mutual funds. Wright operates one of the world's largest and most complete databases of financial information on 13,000 domestic and international corporations. At the end of 1995, Wright managed approximately $4 billion of assets. Under the Fund's Investment Advisory Contract, each Fund is required to pay Winthrop a monthly advisory fee calculated at the annual rates (as a percentage of average daily net assets) set forth in the table below. Effective February 1, 1996, Winthrop will cause the Funds to pay to Wright the entire amount of the advisory fee payable by each Fund under its Investment Advisory contract with Winthrop. The following table also lists each Fund's aggregate net asset value at December 31, 1995 and the advisory fee rate paid for the fiscal year ended December 31, 1995. ANNUAL % ADVISORY FEE RATES $100 Mil. $250 Mil. $500 Mil. Under to to to Over $100 Mil. $250 Mil. $500 Mil. $1 Bil. $1 Bil. - --------------------------------------------------------- 0.40% 0.46% 0.42% 0.38% 0.33% - --------------------------------------------------------- Aggregate Net Assets Fee Rate for the at Fiscal Year Ended 12/31/95 12/31/95 - ------------------------------------------------------------- WUSTB $ 15,156,244 0.40%(1) WNTB 143,599,834 0.43% WTRB 122,761,602 0.41% WTFB 9,934,695 0.40%(2) WCIF 66,345,173 0.40% - ------------------------------------------------------------- (1) To enhance the net income of the Fund, Wright made a reduction of its advisory fee in the amount of $17,515 or from 0.40% to 0.29%. (2) To enhance the net income of the Fund, Wright made a reduction of its advisory fee in the full amount (from 0.40% to 0%) and was allocated $927 of expenses related to the operation of the Fund. Shareholders of the Funds who are also advisory clients of Wright may have agreed to pay Wright a fee for such advisory services. Wright does not intend to exclude from the calculation of the investment advisory fees payable to Wright by such advisory clients the portion of the advisory fee payable by the Funds. Accordingly, a client may pay an advisory fee to Wright in accordance with Wright's customary investment advisory fee schedule charged to investment advisory clients and at the same time, as a shareholder in a Fund, bear its share of the advisory fee paid by the Fund to Wright as described above. Pursuant to the Investment Advisory Contract, Wright also furnishes for the use of each Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of each Fund. Each Fund is responsible for the payment of all expenses relating to its operations other than those expressly stated to be payable by Wright under its Investment Advisory Contract. Wright places the portfolio security transactions for each Fund, which in some cases may be effected in block transactions which include other accounts managed by Wright. Wright provides similar services directly for bank trust departments. Wright seeks to execute the Funds' portfolio security transactions on the most favorable terms and in the most effective manner possible. Subject to the foregoing, Wright may consider sales of shares of the Funds or of other investment companies sponsored by Wright as a factor in the selection of broker-dealer firms to execute such transactions. An Investment Committee of six senior officers, all of whom are experienced analysts, exercises disciplined direction and control over all investment selections, policies and procedures for each Fund. The Committee, following highly disciplined buy-and-sell rules, makes all decisions for the selection, purchase and sale of all securities. The members of the Committee are as follows: JOHN WINTHROP WRIGHT, Chairman of the Investment Committee, Chairman and Chief Executive Officer of Wright. AB Amherst College. Before founding Wright in 1960, Mr. Wright was treasurer, St. John's College; Commander, USNR; Executive Vice President, Standard Air Services; President, Wright Power Saw & Tool Corp.; Senior Partner, Andris Trubee & Co. (financial consultants); and Chairman, Rototiller, Inc. Mr. Wright has frequently been interviewed on radio and television in the United States and Europe and his published investment and financial writings are widely quoted. His testimony has often been requested by various House and Senate Committees of the Congress on matters concerning monetary policy and taxes. He participated in the 1974 White House Financial Summit on Inflation and the 1980 Congressional Economic Conference. He is a director of the Center for Financial Studies and a member of the Board of Visitors of the School of Business at Fairfield University, a fellow of the University of Bridgeport Business School and a Trustee of the Institutes for the Development of Human Potential in Philadelphia. He is also a member of the New York Society of Security Analysts. JUDITH R. CORCHARD, Vice Chairman of the Investment Committee, Executive Vice President-Investment Management of Wright. Ms. Corchard attended the University of Connecticut and joined Wright in 1960. She is a member of the New York Society of Security Analysts and the Hartford Society of Financial Analysts. PETER M. DONOVAN, CFA, President of Wright. Mr. Donovan received a BA Economics, Goddard College and joined Wright from Jones, Kreeger & Co., Washington, DC in 1966. Mr. Donovan is the president of The Wright Managed Blue Chip Series Trust, The Wright Managed Income Trust, The Wright Managed Equity Trust and The Wright EquiFund Equity Trust. He is also director of EquiFund - Wright National Equity Fund, a Luxembourg SICAV. He is a member of the New York Society of Security Analysts and the Hartford Society of Financial Analysts. JATIN J. MEHTA, CFA, Executive Counselor and Director of Education of Wright. Mr. Mehta received a BS Civil Engineering, University of Bombay, India and an MBA from the University of Bridgeport. Before joining Wright in 1969, Mr. Mehta was an executive of the Industrial Credit Investment Corporation of India, a World Bank agency in India for financial assistance to private industry. He is a Trustee of The Wright Managed Blue Chip Series Trust. He is a member of the New York Society of Security Analysts and the Hartford Society of Financial Analysts. HARIVADAN K. KAPADIA, CFA, Senior Vice President - Investment Analysis and Information of Wright. Mr.Kapadia received a BA (hon.) Economics and Statistics and MA Economics, University of Baroda, India and an MBA from the University of Bridgeport. Before joining Wright in 1969, Mr. Kapadia was Assistant Lecturer at the College of Engineering and Technology in Surat, India and Lecturer, B.J. at the College of Commerce & Economics, VVNagar, India. He has published the textbooks: "Elements of Statistics," "Statistics," "Descriptive Economics," and "Elements of Economics." He was appointed Adjunct Professor at the Graduate School of Business, Fairfield University in 1981. He is a member of the New York Society of Security Analysts and the Hartford Society of Financial Analysts. MICHAEL F. FLAMENT, CFA, Senior Vice President - Investment and Economic Analysis of Wright. Mr. Flament received a BS Mathematics, Fairfield University; MA Mathematics, University of Massachusetts and an MBA Finance, University of Bridgeport. He is a member of the New York Society of Security Analysts and the Hartford Society of Financial Analysts. Wright is also the investment adviser to the other funds in The Wright Managed Income Trust, The Wright Managed Equity Trust, The Wright Managed Blue Chip Series Trust and The Wright EquiFund Equity Trust (the "Wright Funds"). THE ADMINISTRATOR The Trust engages Eaton Vance as its administrator under an Administration Agreement. Under the Administration Agreement, Eaton Vance is responsible for managing the legal and business affairs of each Fund, subject to the supervision of the Trust's Trustees. Eaton Vance's services include recordkeeping, preparation and filing of documents required to comply with federal and state securities laws, supervising the activities of the custodian and transfer agent, providing assistance in connection with the Trustees' and shareholders' meetings and other administrative services necessary to conduct each Fund's business. Eaton Vance will not provide any investment management or advisory services to the Funds. For its services under the Administration Agreement, Eaton Vance receives monthly administration fees at the annual rates (as a percentage of average daily net assets) as follows: ANNUAL % ADMINISTRATION FEE RATES $100 Mil. $250 Mil.. Under to to Over $100 Mil. $250 Mil. $500 Mil. $500 Mil. - --------------------------------------------------------- 0.10% 0.04% 0.03% 0.02% - --------------------------------------------------------- For the fiscal year ended December 31, 1995, each Fund paid administration fees (as an annualized percentage of average dialy net assets) as follows: WUSTB (0.10%); WNTB (0.07%); WTRB (0.09%); WTFB (0.10%) and WCIF (0.10%). Eaton Vance, its affiliates and its predecessor companies have been managing assets of individuals and institutions since 1924 and managing investment companies since 1931. In addition to acting as the administrator of the Funds, Eaton Vance or its affiliates act as investment adviser to investment companies and various individual and institutional clients with assets under management of approximately $16 billion. Eaton Vance is a wholly-owned subsidiary of Eaton Vance Corp. ("EVC"), a publicly held holding company. EVC, through its subsidiaries and affiliates, engages in investment management and marketing activities, oil and gas operations, real estate investment consulting and management and the development of precious metals properties. DISTRIBUTION EXPENSES In addition to the fees and expenses payable by each Fund in accordance with its Investment Advisory Contract and Administration Agreement, each Fund pays for certain expenses pursuant to a Distribution Plan (the "Plans") as adopted by the Trust and designed to meet the requirements of Rule 12b-1 under the 1940 Act and Article III, Section 26 of the Rules of Fair Practice of the National Association of Securities Dealers, Inc. (the "NASD"). The Trust's Plan provides that monies may be spent by a Fund on any activities primarily intended to result in the sale of the Fund's shares, including, but not limited to, compensation paid to and expenses incurred by officers, Trustees, employees or sales representatives of the Trust, including telephone expenses, the printing of prospectuses and reports for other than existing shareholders, preparation and distribution of sales literature, and advertising of any type. The expenses covered by the Trust's Plan may include payments to any separate distributors under agreement with the Trust for activities primarily intended to result in the sale of the Trust's shares. The Trust has entered into a distribution contract with Wright Investors' Service Distributors, Inc. ("WISDI" or the "Principal Underwriter"), a wholly-owned subsidiary of Wright. Under the Plan, it is intended that each Fund will pay 2/10 of 1% of its average daily net assets to WISDI. Subject to the 2/10 of 1% per annum limitation imposed by the Plans, each Fund may pay separately for expenses of any other activities primarily intended to result in the sale of its shares. The Principal Underwriter may use the distribution fee for its expenses of distributing each Fund's shares, including allocable overhead expenses. Any distribution expenses exceeding the amounts paid by the Funds to the Principal Underwriter were not incurred by the Principal Underwriter but were paid by Wright from its own assets. Distribution expenses not specifically attributable to a particular Fund are allocated among the Funds based on the amount of sales of each Fund's shares resulting from the Principal Underwriter's distribution efforts and expenditures. If the distribution fee exceeds the Principal Underwriter's expenses, the Principal Underwriter may realize a profit from these arrangements. The Trust's Plan is a compensation plan. If the Plan is terminated, the Funds will stop paying the distribution fee and the Trustees will consider other methods of financing the distribution of the Funds' shares. For the fiscal year ended December 31, 1995, each Fund made distribution expense payments (as an annualized percentage of average daily net assets as follows: WUSTB (0.00%); WNTB (0.20%);WTRB (0.20%); WTFB (0.00%) and WCIF (0.20%). For WUSTB and WTFB, WISDI reduced its fee in the full amount. HOW THE FUNDS VALUE THEIR SHARES The net asset value of each Fund is determined by Investors Bank & Trust Company ("IBT"), the Funds' custodian (as agent for the Funds), in the manner authorized by the Trustees of the Trust. Briefly, this determination is made as of the close of regular trading (presently at 4:00 P.M.) on the New York Stock Exchange (the "Exchange") each day on which the Exchange is open for trading. The net asset value per share is determined by dividing the number of outstanding shares of the par- ticular Fund into its net worth (the excess of the Fund's assets over its liabilities). Securities of the various Funds for which market quotations are readily available are valued at current market value. These valuations are furnished to the Funds by a pricing service. Valuations of securities for which quotations are not readily available are determined in good faith by or at the direction of the Trust's Trustees. HOW TO BUY SHARES Shares of each Fund are sold without a sales charge at the net asset value next determined after the receipt of a purchase order as described below. The minimum initial investment per Fund is $1,000, although this will be waived for investments in 401(k) tax-sheltered retirement plans or for Bank Draft Investing accounts, which may be established with an investment of $50 or more. There is no minimum amount required for subsequent purchases, except that subsequent investments for Bank Draft Investing accounts must be at least $50. Each Fund reserves the right to reject any order for the purchase of its shares or to limit or suspend, without prior notice, the offering of its shares. Shares of each Fund may be purchased or redeemed through an investment dealer, bank or other institution. Charges may be imposed by the institution for its services. Any such charges could constitute a material portion of a smaller account. Shares may be purchased or redeemed directly from or with each Fund without imposition of any charges other than those described in this Prospectus. BY WIRE: Investors may purchase shares by transmitting immediately available funds (Federal Funds) by wire to: Boston Safe Deposit and Trust Company One Boston Place Boston, MA ABA: 011001234 Account 081345 Further Credit: (Name of Fund) (Include your Fund account number) Initial purchase -- Upon making an initial investment by wire, an investor must first telephone the Order Department of the Funds at (800) 225-6265, ext. 3, to advise of the action and to be assigned an account number. If this telephone call is not made, it may not be possible to process the order promptly. In addition, an Account Instructions form, which is available through WISDI, should be promptly forwarded to First Data Investor Services Group (the "Transfer Agent") at the following address: Wright Managed Investment Funds BOS 725 P.O. Box 1559 Boston, Massachusetts 02104 Subsequent Purchases -- Additional investments may be made at any time through the wire procedure described above. The Funds' Order Department must be immediately advised by telephone at (800) 225-6265, ext. 3, of each transmission of funds by wire. BY MAIL: Initial Purchases -- The Account Instructions form available through WISDI should be completed by an investor, signed and mailed with a check, Federal Reserve Draft, or other negotiable bank draft, drawn on a U.S. bank and payable in U.S. dollars, to the order of the Fund whose shares are being purchased, as the case may be, and mailed to the Transfer Agent at the above address. Subsequent Purchases -- Additional purchases may be made at any time by an investor by check, Federal Reserve draft, or other negotiable bank draft, drawn on a U.S. bank and payable in U.S. dollars, to the order of the relevant Fund at the above address. The sub-account, if any, to which the subsequent purchase is to be credited should be identified together with the sub-account number and, unless otherwise agreed, the name of the sub-account. BANK DRAFT INVESTING -- FOR REGULAR SHARE ACCUMULATION: Cash investments of $50 or more may be made through the shareholder's checking account via bank draft each month or quarter. The $1,000 minimum initial investment and small account redemption policy are waived for Bank Draft Investing accounts. PURCHASE THROUGH EXCHANGE OF SECURITIES: Investors wishing to purchase shares of a Fund through an exchange of portfolio securities should contact WISDI to determine the acceptability of the securities and make the proper arrangements. The shares of a Fund may be purchased, in whole or in part, by delivering to the Fund's custodian securities that meet the investment objective and policies of the Fund, have readily ascertainable market prices and quotations and which are otherwise acceptable to the Investment Adviser and the Fund. The Trust will only accept securities in exchange for shares of the Funds for investment purposes and not as agent for the shareholders with a view to a resale of such securities. The Investment Adviser, WISDI and the Funds reserve the right to reject all or any part of the securities offered in exchange for shares of a Fund. An investor who wishes to make an exchange should furnish to WISDI a list with a full and exact description of all of the securities which he proposes to deliver. WISDI or the Investment Adviser will specify those securities which the Fund is prepared to accept and will provide the investor with the necessary forms to be completed and signed by the investor. The investor should then send the securities, in proper form for transfer, with the necessary forms to the Fund's custodian and certify that there are no legal or contractual restrictions on the free transfer and sale of the securities. Exchanged securities will be valued at their fair market value as of the date that the securities in proper form for transfer and the accompanying purchase order are both received by the Trust, using the procedures for valuing portfolio securities as described under "How the Funds Value their Shares" on page 18. However, if the NYSE or appropriate foreign stock exchange is not open for unrestricted trading on such date, such valuation shall be on the next day on which such Exchange is so open. The net asset value used for purposes of pricing shares sold under the exchange program will be the net asset value next determined following the receipt of both the securities offered in exchange and the accompanying purchase order. Securities to be exchanged must have a minimum aggregate value of $5,000. An exchange of securities is a taxable transaction which may result in realization of a gain or loss for federal and state income tax purposes. HOW SHAREHOLDER ACCOUNTS ARE MAINTAINED Upon the initial purchase of a Fund's shares, an account will be opened for the account or sub-account of an investor. Subsequent investments may be made at any time by mail to the Transfer Agent or by wire, as noted above. Distributions paid in additional shares are credited monthly to the accounts. Confirmation statements indicating total shares of each Fund owned in the account or each sub-account will be mailed to investors quarterly and at the time of each purchase or redemption. The issuance of shares will be recorded on the books of the relevant Fund. The Trust does not issue share certificates. DISTRIBUTIONS BY THE FUNDS Any net investment income earned by the Funds will be declared daily as a dividend to shareholders of record at the time of declaration. Such dividends will be distributed to shareholders monthly and will be reinvested in additional shares of the same Fund unless the shareholder elects to receive the dividends in cash. Dividends to be reinvested will be reinvested as of the first business day of the month following their declaration. Dividends paid in cash will normally be mailed on the second business day of the month following their declaration. Net investment income will consist of interest accrued and discount earned, if any, less any accrued estimated expenses subsequent to the prior calculation of net income, if any, on the assets of the Fund. Distributions of net short-term and long-term capital gains of each Fund (reduced by any available capital loss carryforwards from prior years) will be made at least annually. TAXES Each Fund is treated as a separate entity for federal income tax purposes under the Internal Revenue Code of 1986, as amended (the "Code"). Each Fund has qualified and elected to be treated as a regulated investment company for federal income tax purposes and intends to continue to qualify as such. In order to so qualify, each Fund must meet certain requirements with respect to sources of income, diversification of assets, and distributions to shareholders. Each Fund does not pay federal income or excise taxes to the extent that it distributes to its shareholders all of its net investment income and net realized capital gains in accordance with the timing requirements of the Code. In addition, none of the Funds will be subject to income, corporate excise or franchise taxes in Massachusetts as long as it qualifies as a regulated investment company under the Code. In order to avoid federal excise tax, the Code requires that each Fund distribute (or be deemed to have distributed) by December 31 of each calendar year at least 98% of its ordinary income (not including tax-exempt income) for such year, at least 98% of the excess of its realized capital gains over its realized capital losses (after reduction by any available capital loss carryforwards) for the one-year period ending on October 31 of such year or, at the election of a Fund with a taxable year ending on December 31, for such taxable year and 100% of any income and capital gains from the prior year (as previously computed) that was not paid out during such year and on which the Fund paid no federal income tax. Net realized capital gains of each Fund for a given taxable year are computed by taking into account any capital loss carryforward of the Fund. As of December 31, 1995, the Funds, for federal income tax purposes, had capital loss carryovers of $434,300 (WUSTB), $21,682,260 (WNTB), $914,103 (WCIF) and $1,472,119 (WTRB) which will reduce each of the aforementioned Fund's taxable income arising from future net realized gain on investments, if any, to the extent permitted by the Code, and thus will reduce the amount of the distribution to shareholders which would otherwise be necessary to relieve each of the aforementioned Funds of liability for federal income tax. TAXABLE FUNDS. For federal income tax purposes, distributions derived from ordinary income and net short-term capital gains of WUSTB, WNTB, WTRB and WCIF Funds (the "Taxable Funds") are taxable to the shareholders as ordinary income whether a shareholder elects to have these dividends reinvested in additional shares or paid in cash. Distributions derived from net long-term capital gains are taxable as long-term capital gains, whether reinvested or paid in cash, and regardless of the length of time a shareholder has owned shares of the Fund. A portion of certain distributions on shares of the Taxable Funds received shortly after their purchase, although in effect a return of a portion of the purchase price, may be subject to federal income tax. Since it is anticipated that virtually all of the ordinary income from each of the Taxable Funds will be derived from interest income rather than dividends, it is unlikely that any portion of the dividends paid by any of the Taxable Funds will be eligible for the dividends received deduction for corporations. Distributions made by the Taxable Funds will generally be subject to state and local income taxes. A state income (and possibly local income and/or intangible property) tax exemption is generally available to the extent a Fund's distributions are derived from interest on (or, in the case of intangible taxes, the value of its assets is attributable to) certain U.S. Government obligations, provided in some states that certain thresholds for holdings of such obligations and/or reporting requirements are satisfied. The Trust will report to shareholders of the Taxable Funds annually the percentages of distributions which are derived from such interest income. WRIGHT INSURED TAX FREE BOND FUND. Distributions of net tax exempt interest income of the WTFB Fund (the "Fund") that are properly designated as "exempt-interest dividends" may be treated by shareholders as interest excludable from gross income in computing regular federal income tax. In order to qualify as a regulated investment company and be entitled to pay exempt-interest dividends to its shareholders, the Fund must and intends to satisfy certain requirements, including the requirement that, at the close of each quarter of its taxable year, at least 50% of the value of its total assets consists of obligations the interest on which is excludable from gross income under Section 103 of the Code. Interest on indebtedness incurred or continued by a shareholder to purchase or carry shares of the Fund is not deductible to the extent it is deemed related to the Fund's exempt-interest dividends. Further, entities or persons who are "substantial users" (or persons related to "substantial users") of facilities financed by industrial development or private activity bonds should consult their tax advisers before purchasing shares of the Fund. The term "substantial user" is defined in applicable Treasury regulations to include a "non-exempt person" who regularly uses in a trade or business a part of a facility financed from the proceeds of industrial development bonds and would likely be interpreted to include private activity bonds issued to finance similar facilities. Exempt-interest dividends attributable to interest on certain private activity bonds issued after August 7, 1986 are treated as a tax preference item for purposes of the alternative minimum tax applicable to individuals and corporations, and all exempt-interest dividends are taken into account in determining "adjusted current earnings" (to the extent not already included in alternative minium taxable income as income attributable to private activity bonds) for purposes of the alternative minimum tax applicable to corporations. From time to time, proposals have been introduced before Congress for the purpose of restricting or eliminating the federal income tax exemption for interest on certain types of municipal obligations, and it can be expected that similar proposals may be introduced in the future. Federal tax legislation enacted in 1986 eliminated the federal income tax exemption for interest on certain state and municipal obligations and has required interest on other obligations, although exempt from regular federal income tax, to be treated as a tax preference item for purposes of the individual and corporate alternative minimum tax. Tax-exempt distributions are also required to be reported by shareholders on their federal income tax returns. The availability of state and municipal obligations for investment by the Fund and the value of the assets of the Fund may be affected by such legislation or future legislation. The Trust intends to monitor the effect legislation may have upon the operations and policies of the Fund. The Fund may realize some short-term or long-term capital gains (and/or losses) as a result of market transactions, including sales of portfolio securities and rights to when-issued securities. Any distributions derived from net short-term capital gains would be taxable to the shareholders as ordinary income, and any distributions derived from net long-term capital gains would be taxable to shareholders as long-term capital gains. However, it is expected that such amounts, if any, would be insubstantial in relation to the tax-exempt interest generated by the Fund. Any capital loss realized upon the redemption of shares of the Fund with a tax holding period of six months or less will be disallowed to the extent of any exempt-interest dividends received on such shares. Distributions of income derived by the Fund from repurchase agreements, securities lending, certain market discount, and a portion of the discount on certain stripped municipal obligations and their coupons will also be taxed to shareholders as ordinary income. No portion of the Fund's distributions will be eligible for the dividends received deduction for corporations. Distributions of tax exempt income are taken into consideration in computing the portion, if any, of social security benefits and railroad retirement benefits subject to federal and, in some cases, state taxes. The exemption of interest income for federal income tax purposes does not necessarily result in exemption under the income or other tax laws of any state or local taxing authority. In certain states, shareholders of the Fund may be exempt from state and local taxes on distributions of tax-exempt interest income derived from obligations of the state and/or municipalities of the state in which they are resident, but taxable generally on income derived from obligations of other jurisdictions. The Trust will report annually to shareholders of the Fund the percentage of net tax exempt income earned by such Fund which represents interest on obligations of issuers located in each state. ALL FUNDS Annually shareholders of each Fund that are not exempt from information reporting requirements will receive information on Form 1099 (except exempt-interest dividends are not reportable on such form) to assist in reporting the prior calendar year's distributions and redemptions (including exchanges) on federal and state income tax returns. Dividends declared by a Fund in October, November or December of any calendar year to shareholders of record as of a date in such a month and paid the following January will be treated for federal income tax purposes as having been received by shareholders on December 31 of the year in which they are declared. Shareholders may realize a taxable gain or loss upon a redemption (including an exchange) of shares of a Fund. Any loss realized upon the redemption or exchange of shares of a Fund with a tax holding period of six months or less and not otherwise disallowed will be treated as a long-term capital loss to the extent of any distributions of long-term capital gains with respect to such shares. All or a portion of a loss realized upon the redemption or exchange of shares may be disallowed under "wash sale" rules to the extent shares are purchased (including shares acquired by means of reinvested dividends) within the period beginning 30 days before and ending 30 days after the date of such redemption or exchange. Shareholders should consult their own tax advisers with respect to the tax status of distributions from the Funds or redemption or exchange of Fund shares in their own states and localities. Under Section 3406 of the Code, individuals and other nonexempt shareholders who have not provided to a Fund their correct taxpayer identification numbers and certain required certifications will be subject to backup withholding of 31% on taxable distributions made by all of the Funds, usually excluding the WTFB Fund, and on proceeds of redemptions (including exchanges) of shares of all Funds. Taxable distributions of WTFB Fund, if any, will not be subject to backup withholding, provided that it is reasonably expected that at least 95% of the dividends of that Fund for the year will be exempt-interest dividends. In addition, the Trust may be required to impose backup withholding if it is notified by the IRS or a broker that the taxpayer identification number is incorrect or that backup withholding applies because of underreporting of interest or dividend income. If such withholding is applicable, such distributions and proceeds will be reduced by the amount of tax required to be withheld. Special tax rules apply to IRA accounts (including penalties on certain distributions and other transactions) and to other special classes of investors, such as tax-exempt organizations, banks or insurance companies. Investors should consult their tax advisers for more information. Shareholders who are not United States persons should also consult their tax advisers as to the potential application of certain U.S. taxes, including a 30% U.S. withholding tax (or withholding tax at a lower treaty rate) on dividends representing ordinary income to them, and of foreign taxes to their investment in the Funds. HOW TO EXCHANGE SHARES Shares of any Fund may be exchanged for shares of the other funds in The Wright Managed Income Trust, The Wright Managed Equity Trust or The Wright EquiFund Equity Trust at net asset value at the time of the exchange. This exchange offer is available only in states where shares of such other fund may be legally sold. Each exchange is subject to a minimum initial investment of $1,000 in each fund. The prospectus of each fund describes its investment objectives and policies and shareholders should obtain a prospectus and consider these objectives and policies carefully before requesting an exchange. Shareholders purchasing shares from an Authorized Dealer may effect exchanges between the above funds through their Authorized Dealer who will transmit information regarding the requested exchanges to the Transfer Agent. First Data Investor Services Group makes exchanges at the next determined net asset value after receiving a request in writing mailed to the address provided under "How to Buy Shares." Telephone exchanges are also accepted if the exchange involves shares valued at less than $50,000 and on deposit with First Data Investor Services Group and the investor has not disclaimed in writing the use of the privilege. To effect such exchanges, call First Data Investor Services Group at (800) 262-1122 or within Massachusetts, (617) 573-9403, Monday through Friday, 9:00 a.m. to 4:00 p.m. (Eastern Time). All such telephone exchanges must be registered in the same name(s) and with the same address and social security or other taxpayer identification number as are registered with the Fund from which the exchange is being made. Neither the Trust, the Principal Underwriter nor First Data Investor Services Group will be responsible for the authenticity of exchange instructions received by telephone, provided that reasonable procedures have been followed to confirm that instructions communicated are genuine, and if such procedures are not followed, the Trust, the Funds, the Principal Underwriter or First Data Investor Services Group may be liable for any losses due to unauthorized or fraudulent telephone instructions. Telephone instructions will be tape recorded. In times of drastic economic or market changes, a telephone exchange may be difficult to implement. When calling to make a telephone exchange, shareholders should have their account number and social security or other taxpayer identification numbers. Additional documentation may be required for written exchange requests if shares are registered in the name of a corporation, partnership or fiduciary. Any exchange request may be rejected by a Fund or the Principal Underwriter at its discretion. The exchange privilege may be changed or discontinued without penalty at any time. Shareholders will be given sixty (60) days' notice prior to any termination or material amendment of the exchange privilege. Contact the Transfer Agent, First Data Investor Services Group, for additional information concerning the Exchange Privilege. Shareholders should be aware that for federal and state income tax purposes, an exchange is a taxable transaction which may result in recognition of a gain or loss. HOW TO REDEEM OR SELL SHARES Shares of a Fund will be redeemed at the net asset value next determined after receipt of a redemption request in good order as described below. Proceeds will be mailed within seven days of such receipt. However, at various times a Fund may be requested to redeem shares for which it has not yet received good payment. If the shares to be redeemed represent an investment made by check, each Fund may delay payment of redemption proceeds until the check has been collected which, depending upon the location of the issuing bank, could take up to 15 days. For federal and state income tax purposes, a redemption of shares is a taxable transaction and may result in recognition of a gain or loss. THROUGH AUTHORIZED DEALERS: Shareholders using Authorized Dealers may redeem shares through such Dealers. BY TELEPHONE: All shareholders are automatically eligible for the telephone redemption privilege, unless the account application indicates otherwise. Shareholders may effect a redemption by calling the Funds' Order Department at (800) 225-6265, ext. 3 (8:30 a.m. to 4:00 p.m. Eastern time). In times when the volume of telephone redemptions is heavy, additional phone lines will automatically be added by the Funds. However, in times of drastic economic or market changes, a telephone redemption may be difficult to implement. When calling to make a telephone redemption, shareholders should have available their account number. A telephone redemption will be made at that day's net asset value, provided that the telephone redemption request is received prior to 4:00 p.m. on that day. Telephone redemption requests received after 4:00 p.m. will be effected at the net asset value determined for the next trading day. Payment will be made by wire transfer to the bank account designated and normally, as indicated above, within one business day after receipt of the redemption request in good order. Trust Departments may make redemptions and deposit the proceeds in checking or other accounts of clients, as specified in instructions furnished to the Funds at the time of initially purchasing Fund shares. Neither the Trust, the Principal Underwriter nor First Data Investor Services Group will be responsible for the authenticity of redemption instructions received by telephone, provided that reasonable procedures have been followed to confirm that instructions communicated are genuine, and if such procedures are not followed, the Trust, the Funds, the Principal Underwriter or First Data Investor Services Group may be liable for any losses due to unauthorized or fraudulent telephone instructions. Also, shareholders may effect a redemption by calling the Funds' Transfer Agent, First Data Investor Services Group, at (800) 262-1122 (8:30 a.m. to 4:00 p.m. Eastern time) if the redemption involves shares valued at less than $50,000 and on deposit with First Data Investor Services Group. Payment will be made by check to the address of record. Telephone instructions will be tape recorded. BY MAIL: A shareholder may also redeem all or any number of shares at any time by mail by delivering the request with a stock power to the Transfer Agent, First Data Investor Services Group, Wright Managed Investment Funds, P.O. Box 1559, Boston, Massachusetts 02104. As in the case of telephone requests, payments will normally be made within one business day after receipt of the redemption request in good order. Good order means that written redemption requests or stock powers must be endorsed by the record owner(s) exactly as the shares are registered and the signature(s) must be guaranteed by a member of either the Securities Transfer Association's STAMP program or the New York Stock Exchange's Medallion Signature Program, or certain banks, savings and loan institutions, credit unions, securities dealers, securities exchanges, clearing agencies and registered securities associations as required by a regulation of the Securities and Exchange Commission and acceptable to First Data Investor Services Group. In addition, in some cases, good order may require the furnishing of additional documents, such as where shares are registered in the name of a corporation, partnership or fiduciary. The right to redeem shares of a Fund and to receive payment therefor may be suspended at times (a) when the securities markets are closed, other than customary weekend and holiday closings, (b) when trading is restricted for any reason, (c) when an emergency exists as a result of which disposal by the Fund of securities owned by it is not reasonably practicable or it is not reasonably practicable for the Fund fairly to determine the value of its net assets, or (d) when the Securities and Exchange Commission by order permits a suspension of the right of redemption or a postponement of the date of payment or redemption. Although the Funds normally intend to redeem shares in cash, each Fund, subject to compliance with applicable regulations, reserves the right to deliver the proceeds of redemptions in the form of portfolio securities if deemed advisable by the Trustees of the Trust. The value of any such portfolio securities distributed will be determined in the manner described under "How the Funds Value their Shares" and may be more or less than a shareholder's cost depending upon the market value of portfolio securities at the time the redemption is made. If the amount of a Fund's shares to be redeemed for a shareholder or a sub-account within a 90-day period exceeds the lesser of $250,000 or 1% of the aggregate net asset value of the Fund at the beginning of such period, such Fund reserves the right to deliver all or any part of such excess in the form of portfolio securities. If portfolio securities were distributed in lieu of cash, the shareholder would normally incur transaction costs upon the disposition of any such securities. Due to the relatively high cost of maintaining small accounts, each Fund reserves the right to redeem fully at net asset value any Fund account which at any time, due to redemption or transfer, amounts to less than $1,000 for that Fund; any shareholder who makes a partial redemption which reduces his account in a Fund to less than $1,000 would be subject to the Fund's right to redeem such account. Prior to the execution of any such redemption, notice will be sent and the shareholder will be allowed 60 days from the date of notice to make an additional investment to meet the required minimum of $1,000 per Fund. However, no such redemption would be required by the Fund if the cause of the low account balance was a reduction in the net asset value of Fund shares. PERFORMANCE INFORMATION From time to time a Fund may publish its yield and/or average annual total return in advertisements and communications to shareholders. The current yield for a Fund will be calculated by dividing the net investment income per share during a recent 30 day period by the maximum offering price per share (net asset value) of a Fund on the last day of the period. A Fund's average annual total return is determined by computing the annual percentage change in value of $1,000 invested at the maximum public offering price (net asset value) for specified periods ending with the most recent calendar quarter, assuming reinvestment of all distributions. Investors should note that the investment results of a Fund will fluctuate over time, and any presentation of a Fund's current yield or total return for any prior period should not be considered as a representation of what an investment may earn or what an investor's yield or total return may be in any future period. If the expenses of a Fund were reduced by Wright, WISDI, or Eaton Vance, the Fund's performance would be higher. OTHER INFORMATION The Trust is a business trust established under Massachusetts law and is a no-load, open-end management investment company. The Trust was established pursuant to a Declaration of Trust dated February 17, 1983, as amended. The Trust's shares of beneficial interest have no par value. Shares of the Trust may be issued in two or more series or "Funds". The Trust currently has six Funds, five of which are offered in this Prospectus. Each Fund's shares may be issued in an unlimited number by the Trustees of the Trust. Each share of a Fund represents an equal proportionate beneficial interest in that Fund and, when issued and outstanding, the shares are fully paid and non-assessable by the relevant Fund. Shareholders are entitled to one vote for each full share held. Fractional shares may be voted in proportion to the amount of the net asset value of a Fund which they represent. Voting rights are not cumulative, which means that the holders of more than 50% of the shares voting for the election of Trustees of the Trust can elect 100% of the Trustees and, in such event, the holders of the remaining less than 50% of the shares voting on the matter will not be able to elect any Trustees. Shares have no preemptive or conversion rights and are freely transferable. Upon liquidation of a Fund, shareholders are entitled to share pro rata in the net assets of the particular Fund available for distribution to shareholders, and in any general assets of the Trust not allocated to a particular Fund by the Trustees. As permitted by Massachusetts law, there will normally be no meetings of shareholders for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees holding office have been elected by shareholders. In such an event the Trustees then in office will call a shareholders' meeting for the election of Trustees. Except for the foregoing circumstances and unless removed by action of the shareholders in accordance with the Trust's by-laws, the Trustees shall continue to hold office and may appoint successor Trustees. The Trustees shall only be liable in cases of their willful misfeasance, bad faith, gross negligence, or reckless disregard of their duties. The Trust's by-laws provide that no person shall serve as a Trustee if shareholders holding two-thirds of the outstanding shares have removed him from that office either by a written declaration filed with the Trust's custodian or by votes cast at a meeting called for that purpose. The Trustees shall promptly call a meeting of the shareholders for the purpose of voting upon a question of removal of a Trustee when requested so to do by the record holders of not less than 10 per centum of the outstanding shares. The Prospectuses of the Funds are combined in this Prospectus. Each Fund offers only its own shares, yet it is possible that a Fund might become liable for a misstatement in the Prospectus of another Fund. The Trustees have considered this in approving the use of a combined Prospectus. TAX-SHELTERED RETIREMENT PLANS The Funds (but not the WTFB Fund) are suitable investments for individual retirement account plans for individuals and their non-employed spouses, pension and profit sharing plans for self-employed individuals, corporations and non-profit organizations, or 401(k) tax-sheltered retirement plans. For more information, write to: Wright Investors' Service Distributors, Inc. 1000 Lafayette Boulevard Bridgeport, Connecticut 06604 or call: (800) 888-9471 THE WRIGHT MANAGED INCOME TRUST PROSPECTUS MAY 1, 1996 THE WRIGHT MANAGED INCOME TRUST INVESTMENT ADVISER Wright Investors' Service, Inc. 1000 Lafayette Boulevard Bridgeport, Connecticut 06604 PRINCIPAL UNDERWRITER Wright Investors' Service Distributors, Inc. 1000 Lafayette Boulevard Bridgeport, Connecticut 06604 ADMINISTRATOR Eaton Vance Management 24 Federal Street Boston, Massachusetts 02110 CUSTODIAN Investors Bank & Trust Company 89 South Street Boston, Massachusetts 02111 TRANSFER AGENT First Data Investor Services Group Wright Managed Investment Funds BOS 725 P.O. Box 1559 Boston, Massachusetts 02104 AUDITORS Deloitte & Touche LLP 125 Summer Street Boston, Massachusetts 02110 24 FEDERAL STREET BOSTON, MASSACHUSETTS 02110 - ------------------------------------------------------------------------------ Description of art work on front cover of Prospectus Two thin vertical red lines on the right side of the page. - ------------------------------------------------------------------------------- PROSPECTUS MAY 1, 1996 THE WRIGHT MANAGED INCOME TRUST PART B INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION =============================================================================== STATEMENT OF ADDITIONAL INFORMATION May 1, 1996 WRIGHT U.S. TREASURY MONEY MARKET FUND 24 Federal Street Boston, Massachusetts 02110 TABLE OF CONTENTS Page General Information and History..................................... 2 Investment Objectives and Policies.................................. 3 Investment Restrictions............................................. 3 Officers and Trustees............................................... 4 Control Persons and Principal Holders of Shares..................... 6 Investment Advisory and Administrative Services..................... 6 Custodian........................................................... 9 Independent Certified Public Accountants............................ 10 Brokerage Allocation................................................ 10 Fund Shares and Other Securities.................................... 11 Purchase, Exchange, Redemption and Pricing of Shares................ 11 Principal Underwriter............................................... 12 Calculation of Yield Quotations..................................... 13 Financial Statements................................................ 14 Appendix............................................................ 19 THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR ACCOMPANIED BY THE CURRENT PROSPECTUS OF THE WRIGHT U.S. TREASURY MONEY MARKET FUND, A SERIES OF THE WRIGHT MANAGED INCOME TRUST (THE "TRUST") DATED MAY 1, 1996; A COPY OF WHICH MAY BE OBTAINED WITHOUT CHARGE FROM WRIGHT INVESTORS' SERVICE DISTRIBUTORS, INC., 1000 LAFAYETTE BOULEVARD, BRIDGEPORT, CONNECTICUT 06604 (TELEPHONE: (800) 888-9471). GENERAL INFORMATION AND HISTORY The Trust is a no-load, open-end, management investment company organized as a Massachusetts business trust. The Trust was established pursuant to a Declaration of Trust dated February 17, 1983, as amended and restated, and further amended March 28, 1991 to change the name from "The Wright Managed Bond Trust" to "The Wright Managed Income Trust." Wright U.S. Treasury Money Market Fund (the "Fund") is a series of the Trust, which also has five other series. The Fund is a diversified fund. As permitted by Massachusetts law, there will normally be no meetings of shareholders for the purpose of electing Trustees of the Trust unless and until such time as less than a majority of the Trustees of the Trust holding office have been elected by its shareholders. In such an event the Trustees then in office will call a shareholders' meeting for the election of Trustees. Subject to the foregoing circumstances, the Trustees will continue to hold office and may appoint successor or new Trustees except that, pursuant to provisions of the Investment Company Act of 1940 (the "1940 Act"), which are set forth in the By-Laws of the Trust, the shareholders of record of not less than two-thirds of the outstanding shares of a Trust can remove one or more of its Trustees from office either by declaration in writing filed with the Trust's custodian or by votes cast in person or by proxy at a meeting called for the purpose. The Trust's Declaration of Trust may be amended with the affirmative vote of a majority of the outstanding shares of such Trust or, if the interests of a particular Fund are affected, a majority of such Fund's outstanding shares. The Trustees are authorized to make amendments to a Declaration of Trust that do not have a material adverse effect on the interests of shareholders. The Trust may be terminated (i) upon the sale of the Trust's assets to another diversified open-end management investment company, if approved by the holders of two-thirds of the outstanding shares of the Trust, except that if the Trustees recommend such sale of assets, the approval by the vote of a majority of the outstanding shares will be sufficient, or (ii) upon liquidation and distribution of the assets of the Trust, if approved by a majority of its Trustees or by the vote of a majority of the Trust's outstanding shares. If not so terminated, the Trust may continue indefinitely. The Trust's Declaration of Trust further provides that the Trust's Trustees will not be liable for errors of judgment or mistakes of fact or law; however, nothing in the Declaration of Trust protects a Trustee against any liability to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office. The Trust is an organization of the type commonly known as a "Massachusetts business trust." Under Massachusetts law, shareholders of such a trust may, under certain circumstances, be held personally liable as partners for the obligations of the trust. The Trust's Declaration of Trust contains an express disclaimer of shareholder liability in connection with the Trust's property or the acts, obligations or affairs of the Trust. The Declaration of Trust also provides for indemnification out of the Trust's property of any shareholder held personally liable for the claims and liabilities to which a shareholder may become subject by reason of being or having been a shareholder. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the Trust itself would be unable to meet its obligations. The Trust has been advised by its counsel that the risk of any shareholder incurring any liability for the obligations of the Trust is extremely remote. The Fund has retained Wright Investors' Service, Inc. of Bridgeport, Connecticut ("Wright") as investment adviser to carry out the management, investment and reinvestment of its assets. The Trust has retained Eaton Vance Management ("Eaton Vance"), 24 Federal Street, Boston, Massachusetts 02110, as administrator of its business affairs. INVESTMENT OBJECTIVES AND POLICIES The investment objective of the Fund is to provide as high a rate of current income as possible consistent with the preservation of capital and maintenance of liquidity. The Fund will pursue its objective by investing exclusively in securities of the U.S. Government and its agencies that are backed by the full faith and credit of the U.S. Government ("U.S. Government securities") and in repurchase agreements relating to such securities. At least 80% of the Fund's assets will be invested in direct obligations of the U.S. Treasury, including Treasury bills, notes and bonds, which differ only in their interest rates, maturities and times of issuance. Up to 20% of the Fund's assets may be held in cash or invested in repurchase agreements. However, at the present time, the Fund intends to invest only in U.S. Treasury bills, notes and bonds and does not intend to invest in repurchase agreements. The Fund will limit its portfolio to investments maturing in 13 months or less and maintain a weighted average maturity of not more than 90 days. The Fund will seek to maintain a net asset value of $1.00 per share, but there is no assurance that the Fund will be able to do so. The yield of the Fund will fluctuate in response to changes in market conditions and interest rates. The Fund will limit its investments to legal investments and investment practices for Federal credit unions as set forth in the Federal Credit Union Act and the National Credit Union Administration Regulations. The Fund will provide all Federal credit union shareholders of record with sixty (60) days' written notice prior to changing such investment policy. INVESTMENT RESTRICTIONS The following investment restrictions have been adopted by the Trust on behalf of the Fund and may be changed only by the vote of a majority of the Fund's outstanding voting securities, which as used in this Statement of Additional Information means the lesser of (a) 67% of the shares of the Fund if the holders of more than 50% of the shares are present or represented at the meeting or (b) more than 50% of the shares of the Fund. Accordingly, the Fund may not: (1) Borrow money in excess of 1/3 of the current market value of the net assets of the Fund (excluding the amount borrowed) and then only if such borrowing, including reverse repurchase agreements, is incurred as a temporary measure for extraordinary or emergency purposes or to facilitate the orderly sale of portfolio securities to accommodate redemption requests; or issue any securities of the Fund other than its shares of beneficial interest except as appropriate to evidence indebtedness which the Fund is permitted to incur. (The Trust anticipates paying interest on borrowed money at rates comparable to the Fund's yield and the Trust has no intention of attempting to increase the Fund's net income by means of borrowing); (2) Pledge, mortgage or hypothecate the assets of the Fund to an extent greater than 1/3 of the total assets of the Fund taken at market; (3) Invest more than 5% of the Fund's total assets taken at current market value in the securities of any one issuer (other than securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities) or purchase more than 10% of the voting securities of any one issuer; (4) Purchase or retain securities of any issuer if 5% of the issuer's securities are owned by those officers and Trustees of the Trust or its manager, investment adviser or administrator who own individually more than 1/2 of 1% of the issuer's securities; (5) Purchase securities on margin, make short sales except sales against the box, write or purchase or sell any put options, or purchase warrants; (6) Buy or sell real estate unless acquired as a result of ownership of securities; (7) Purchase any securities which would cause 25% or more of the market value of the Fund's total assets at the time of such purchase to be invested in the securities of issuers having their principal business activities in the same industry, provided that there is no limitation in respect to investments in securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities and utility companies, gas, electric, water and telephone companies are considered as separate industries; (8) Underwrite securities issued by other persons except insofar as the Trust may technically be deemed an underwriter under the Securities Act of 1933 in selling a portfolio security; (9) Make loans, except (i) through the loan of a portfolio security, (ii) by entering into repurchase agreements, and (iii) to the extent that the purchase of debt instruments in accordance with the Fund's investment objective and policies may be deemed to be loans; or (10) Purchase from or sell to any of the Trust's Trustees and officers, its manager, administrator, or investment adviser, its principal underwriter, if any, or the officers and directors of said manager, administrator, investment adviser or principal underwriter, portfolio securities of the Fund. In addition, while not a fundamental policy, the Fund will not enter into repurchase agreements maturing in more than 7 days or invest in illiquid securities if, as a result, more than 10% of the Fund's net assets would be invested in such repurchase agreements and illiquid securities. OFFICERS AND TRUSTEES The officers and Trustees of the Trust are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Those Trustees who are "interested persons" (as defined in the 1940 Act) of the Trust, Wright, The Winthrop Corporation ("Winthrop"), Eaton Vance, Eaton Vance's wholly owned subsidiary, Boston Management and Research ("BMR") or Eaton Vance's parent company, Eaton Vance Corp. (`EVC'), or by Eaton Vance's and BMR's Trustee, Eaton Vance, Inc. ("EV") by virtue of their affiliation with either the Trust, Wright, Eaton Vance, BMR, EVC or EV, are indicated by an asterisk (*). PETER M. DONOVAN (53), PRESIDENT AND TRUSTEE* President and Director of Wright and Winthrop; Vice President, Treasurer and a Director of Wright Investors' Service Distributors, Inc. Address: 1000 Lafayette Boulevard, Bridgeport, CT 06604 H. DAY BRIGHAM, JR. (69), VICE PRESIDENT, SECRETARY AND TRUSTEE* Vice President of Eaton Vance, BMR, EV and EVC and Director, EV and EVC; Director, Trustee and officer of various investment companies managed by Eaton Vance or BMR. Address: 24 Federal Street, Boston, MA 02110 WINTHROP S. EMMET (85), TRUSTEE Retired New York City Attorney at Law; Trust Officer, First National City Bank, New York, NY (1963-1971). Address: Box 327, West Center Road, West Stockbridge, MA 01266 LELAND MILES (72), TRUSTEE President Emeritus, University of Bridgeport (1987- present); President, University of Bridgeport (1974-1987); Director, United Illuminating Company. Address: Tide Mill Landing, 2425 Post Road, Suite 102, Southport, CT 06490 A. M. MOODY III (59), VICE PRESIDENT & TRUSTEE* Senior Vice President, Wright and Winthrop; President, Wright Investors' Service Distributors, Inc. Address: 1000 Lafayette Boulevard, Bridgeport, CT 06604 LLOYD F. PIERCE (77), TRUSTEE Retired Vice Chairman (prior to 1984 - President), People's Bank, Bridgeport, CT; Member, Board of Trustees, People's Bank, Bridgeport, CT; Board of Directors, Southern Connecticut Gas Company; Chairman, Board of Directors, COSINE. Address: 125 Gull Circle North, Daytona Beach, FL 32119 GEORGE R. PREFER (61), TRUSTEE Retired President and Chief Executive Officer, Muller Data Corp., New York, NY (1983-1986) (1989-Present); President and Chief Executive Officer, InvestData Corporation, A Mellon Financial Services Company (1986-1989). Address: 7738 Silver Bell Drive, Sarasota, FL 34241 RAYMOND VAN HOUTTE (71), TRUSTEE President Emeritus and Counselor of The Tompkins County Trust Co., Ithaca, NY (since January 1989); President and Chief Executive Officer, The Tompkins County Trust Company (1973-1988); President, New York State Bankers Association (1987-1988); Director, McGraw Housing Company, Inc., Deanco, Inc., Evaported Metal Products and Ithaco, Inc. Address: One Strawberry Lane, Ithaca, NY 14850 JUDITH R. CORCHARD (57), VICE PRESIDENT Executive Vice President, Investment Management: Senior Investment Officer; Vice Chairman of the Investment Committee and Director of Wright and Winthrop. Address: 1000 Lafayette Boulevard, Bridgeport, CT 06604 JAMES L. O'CONNOR (51), TREASURER Vice President of Eaton Vance, BMR and EV. Officer of various investment companies managed by Eaton Vance or BMR. Address: 24 Federal Street, Boston, MA 02110 JANET E. SANDERS (60), ASSISTANT SECRETARY & ASSISTANT TREASURER Vice President of Eaton Vance, BMR and EV. Officer of various investment companies managed by Eaton Vance or BMR. Address: 24 Federal Street, Boston, MA 02110 WILLIAM J. AUSTIN, JR. (44), ASSISTANT TREASURER Assistant Vice President of Eaton Vance, BMR and EV. Officer of various investment companies managed by Eaton Vance or BMR. Mr. Austin was elected Assistant Treasurer of the Trusts on December 18, 1991. Address: 24 Federal Street, Boston, MA 02110 A. JOHN MURPHY (33), ASSISTANT SECRETARY Assistant Vice President of Eaton Vance, BMR and EV since March 1, 1994; employee of Eaton Vance since March 1993. State Regulations Supervisor, The Boston Company (1991-1993) and Registration Specialist, Fidelity Management & Research Co. (1986-1991). Officer of various investment companies managed by Eaton Vance or BMR. Mr. Murphy was elected Assistant Secretary of the Trust on June 21, 1995. Address: 24 Federal Street, Boston, MA 02110 ERIC G. WOODBURY (38), ASSISTANT SECRETARY Vice President of Eaton Vance, BMR and EV since February 1993; formerly, associate attorney at Dechert, Price & Rhoads and Gaston & Snow. Officer of various investment companies managed by Eaton Vance or BMR. Mr. Woodbury was elected Assistant Secretary of the Trust on June 21, 1995. Address: 24 Federal Street, Boston, MA 02110 All of the Trustees and officers hold identical positions with The Wright Managed Equity Trust, The Wright Managed Blue Chip Series Trust (except Mr. Miles) and The Wright EquiFund Equity Trust. The fees and expenses of those Trustees of the Trust (Messrs. Emmet, Miles, Pierce, Prefer and Van Houtte) who are not affiliated persons of the Trust are paid by the Fund and other series of the Trust. They also received additional payments from other investment companies for which Wright provides investment advisory services. The Trustees who are interested persons of the Trust receive no compensation from the Trust. The Trust does not have a retirement plan for its Trustees. For Trustee compensation for the fiscal year ended December 31, 1995, see the table below. Messrs. Emmet, Miles, Pierce, Prefer and Van Houtte are members of the Special Nominating Committee of the Trustees of the Trust. The Special Nominating Committee's function is selecting and nominating individuals to fill vacancies, as and when they occur, in the ranks of those Trustees who are not "interested persons" of the Trust, Eaton Vance or Wright. The Trust does not have a designated audit committee since the full Board performs the functions of such committee. COMPENSATION TABLE - FISCAL YEAR ENDED DECEMBER 31, 1995 The Wright Managed Income Trust -- Registered Investment Companies (6) Aggregate Compensation from Pension Benefits Estimated Total Compensation Trustees The Wright Managed Income Trust Accrued Annual Benefits Paid(1) - ----------------------------------------------------------------------------------------------------------------------------- Winthrop S. Emmet $1,250 None None $5,000 Leland Miles $1,250 None None $4,750 Lloyd F. Pierce $1,250 None None $5,000 George R. Prefer $1,250 None None $5,000 Raymond Van Houtte $1,250 None None $5,000 - ------------------------------------------------------------------------------------------------------------------------------ (1) Total compensation paid is from The Wright Managed Income Trust (6 funds) and the other boards in the Wright Fund complex (27 Funds) for a total of 33 Funds.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SHARES As of January 31, 1996, the Trustees and officers of the Trusts, as a group, owned in the aggregate less than 1% of the outstanding shares of the Fund. The Fund's shares are held primarily by trust departments of depository institutions and trust companies either for their own account or for the accounts of their clients. From time to time several of these trust departments may be the record owners of 5% or more of the outstanding shares of the Fund. To date, the Fund's experience has been that such shareholders do not continuously hold in excess of 5% or more of the Fund's outstanding shares for extended periods of time. Should a shareholder continuously hold 5% or more of the Fund's outstanding shares for an extended period of time (a period in excess of a year), this would be disclosed by an amendment to this Statement of Additional Information showing such shareholder's name, address and percentage of ownership. Upon request, the Trust will provide shareholders with a list of all shareholders holding 5% or more of the Fund's outstanding shares as of a current date. As of January 31, 1996, the number of trust departments which were the record owners of more than 5% of the outstanding shares of the Fund was seven. INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES The Fund has engaged Winthrop to act as its investment adviser pursuant to an Investment Advisory Contract dated April 1, 1991 (the "Investment Advisory Contract"). Pursuant to a service agreement effective February 1, 1996 between Winthrop and Wright, Wright, acting under the general supervision of the Trust's Trustees, furnishes the Fund with investment advice and management services, as described below. Winthrop supervises Wright's performance of this function and retains its contractual obligations under its Investment Advisory Contract with the Fund. The address of both Winthrop and Wright is 1000 Lafayette Boulevard, Bridgeport, Connecticut. Winthrop was founded in 1960. Wright, its successor and wholly-owned subsidiary, currently provides investment services to clients throughout the United States and abroad. John Winthrop Wright may be considered a controlling person of Winthrop and Wright by virtue of his position as Chairman of the Board of Directors of Winthrop and Wright, and by reason of his ownership of more than a majority of the outstanding shares of Winthrop. Pursuant to the Investment Advisory Contract, Wright will carry out the investment and reinvestment of the assets of the Fund, will furnish continuously an investment program with respect to the Fund, will determine which securities should be purchased, sold or exchanged, and will implement such determinations. Wright will furnish to the Fund investment advice and management services, office space, equipment and clerical personnel, and investment advisory, statistical and research facilities. In addition, Wright has arranged for certain members of the Eaton Vance and Wright organizations to serve without salary as officers or Trustees of the Trust. In return for these services, the Fund is obligated to pay a monthly advisory fee calculated at the rates set forth in the Fund's current prospectus. Effective February 1, 1996, Winthrop will cause the Fund to pay to Wright the entire amount of the advisory fee payable by the Fund under its Investment Advisory Contract with Winthrop. As of December 31, 1995, the Fund had net assets of $45,888,947. For the fiscal year ended December 31, 1995, the Fund would have paid Winthrop advisory fees of $162,732 (equivalent to 0.35% of the average daily net assets for such year). To enhance the net income of the Fund, Winthrop made a reduction of its advisory fee in the amount of $87,656. For the fiscal year ended December 31, 1994, the Fund would have paid Winthrop advisory fees of $157,447. To enhance the net income of the Fund, Winthrop made a reduction of its advisory fee in the amount of $114,912. For the fiscal year ended December 31, 1993, the Fund would have paid Winthrop advisory fees of $42,817. To enhance the net income of the Fund, Winthrop made a reduction of the full amount of its advisory fee and Winthrop was allocated a portion of the expenses related to the operation of the Fund in the amount of $21,436. The Trust has engaged Eaton Vance to act as the administrator for the Fund pursuant to Administration Agreement dated April 1, 1991. Eaton Vance or its affiliates act as investment adviser to investment companies and various individual and institutional clients with assets under management of approximately $16 billion. Eaton Vance is a wholly-owned subsidiary of EVC, a publicly held holding company. Under the Administration Agreement, Eaton Vance is responsible for managing the business affairs of the Fund, subject to the supervision of Trustees of the Trust. Eaton Vance's services include recordkeeping, preparation and filing of documents required to comply with federal and state securities laws, supervising the activities of the Trust's custodian and transfer agent, providing assistance in connection with the Trustees' and shareholders' meetings and other administrative services necessary to conduct the Fund's business. Eaton Vance will not provide any investment management or advisory services to the Fund. For its services under the Administration Agreement, Eaton Vance receives monthly administration fees at the annual rates set forth in the Fund's current Prospectus. For the fiscal years ended December 31, 1995,1994 and 1993, the Fund paid Eaton Vance administration fees of $32,543, $31,490 and $8,585, respectively. Eaton Vance and EV are both wholly owned subsidiaries of EVC. BMR is a wholly owned subsidiary of Eaton Vance. Eaton Vance and BMR are Massachusetts business trusts, and EV is the trustee of Eaton Vance and BMR. The Directors of EV are Landon T. Clay, H. Day Brigham, Jr., M. Dozier Gardner, James B. Hawkes and Benjamin A. Rowland, Jr. The Directors of EVC consist of the same persons and John G. L. Cabot and Ralph Z. Sorenson. Mr. Clay is chairman, and Mr. Gardner is president and chief executive officer of EVC, Eaton Vance, BMR and EV. All of the issued and outstanding shares of Eaton Vance and of EV are owned by EVC. All of the issued and outstanding shares of BMR are owned by Eaton Vance. All shares of the outstanding Voting Common Stock of EVC are deposited in a Voting Trust which expires on December 31, 1996, the Voting Trustees of which are Messrs. Brigham, Clay, Gardner, Hawkes, and Rowland. The Voting Trustees have unrestricted voting rights for the election of Directors of EVC. All of the outstanding voting trust receipts issued under said Voting Trust are owned by certain of the officers of Eaton Vance and BMR who are also officers and Directors of EVC and EV. As of January 31, 1996, Messrs. Clay, Gardner and Hawkes each owned 24% of such voting trust receipts and Messrs. Rowland and Brigham owned 15% and 13%, respectively, of such voting trust receipts. Mr. Brigham is an officer and Trustee of the Trust and a member of the EVC, Eaton Vance, BMR and EV organizations. Messrs. Austin, Murphy, O'Connor and Woodbury and Ms. Sanders, who are officers of the Trust, are also members of the Eaton Vance, BMR and EV organizations. Eaton Vance will receive the fees paid under the Administration Agreements. EVC owns all of the stock of Energex Energy Corporation which is engaged in oil and gas operations. In addition, Eaton Vance owns all the stock of Northeast Properties, Inc., which is engaged in real estate investment, consulting and management. EVC owns all of the stock of Fulcrum Management, Inc. and MinVen, Inc., which are engaged in the development of precious metal properties. EVC, EV, BMR and Eaton Vance may also enter into other businesses. The Trust will be responsible for all of its expenses not expressly stated to be payable by Wright under its Investment Advisory Contract or by Eaton Vance under its Administration Agreement, including, without limitation, the fees and expenses of its custodian and transfer agent, including those incurred for determining the Fund's net asset value and keeping the Fund's books; the cost of share certificates; membership dues in investment company organizations; brokerage commissions and fees; fees and expenses of registering its shares; expenses of reports to shareholders, proxy statements, and other expenses of shareholders' meetings; insurance premiums; printing and mailing expenses; interest, taxes and corporate fees; legal and accounting expenses; expenses of Trustees not affiliated with Eaton Vance or Wright; and investment advisory and administration fees. The Trust will also bear expenses incurred in connection with litigation in which the Trust is a party and the legal obligation the Trust may have to indemnify its officers and Trustees with respect thereto. The Trust's Investment Advisory Contract and Administration Agreement will remain in effect until February 28, 1997. The Trust's Investment Advisory Contract may be continued with respect to the Fund from year to year thereafter so long as such continuance after February 28, 1997 is approved at least annually (i) by the vote of a majority of the Trustees who are not "interested persons" of the Trust, Eaton Vance or Wright cast in person at a meeting specifically called for the purpose of voting on such approval and (ii) by the Board of Trustees of the Trust or by vote of a majority of the outstanding shares of the Fund. The Trust's Administration Agreement may be continued from year to year so long as such continuance is approved annually by the vote of a majority of the Trustees. Each agreement may be terminated as to the Fund at any time without penalty on sixty (60) days' written notice by the Board of Trustees or Trustees or Directors of either party, or by vote of the majority of the outstanding shares of the Fund, and each agreement will terminate automatically in the event of its assignment. Each agreement provides that, in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations or duties to the Trust under such agreement on the part of Eaton Vance or Wright, Eaton Vance or Wright will not be liable to the Trust for any loss incurred. The Trust's Investment Advisory Contract and Administration Agreement were most recently approved by its Trustees, including the "non-interested Trustees" at a meeting held on January 24, 1996 and the Investment Advisory Contract was approved by the shareholders on July 29, 1992. CUSTODIAN Investors Bank & Trust Company ("IBT"), 89 South Street, Boston, Massachusetts, acts as custodian for the Fund. IBT has the custody of all cash and securities of the Fund, maintains the Fund's general ledgers and computes the daily net asset value per share. In such capacity it attends to details in connection with the sale, exchange, substitution, transfer or other dealings with the Fund's investments, receives and disburses all funds and performs various other ministerial duties upon receipt of proper instructions from the Fund. IBT charges custody fees which are competitive within the industry. A portion of the custody fee for each fund served by IBT is based upon a schedule of percentages applied to the aggregate assets of those funds managed by Eaton Vance for which IBT serves as custodian, the fees so determined being then allocated among such funds relative to their size. These fees are then reduced by a credit for cash balances of the particular fund at IBT equal to 75% of the 91-day, U.S. Treasury Bill auction rate applied to the particular fund's average daily collected balances for the week. In addition, each fund pays a fee based on the number of portfolio transactions and a fee for bookkeeping and valuation services. INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Deloitte & Touche LLP, 125 Summer Street, Boston, Massachusetts are the Trust's independent certified public accountants, providing audit services, tax return preparation, and assistance and consultation with respect to the preparation of filings with the Securities and Exchange Commission. BROKERAGE ALLOCATION Wright places the portfolio security transactions for the Fund, which in some cases may be effected in block transactions which include other accounts managed by Wright. Wright provides similar services directly for bank trust departments. Wright seeks to execute portfolio security transactions on the most favorable terms and in the most effective manner possible. In seeking best execution, Wright will use its best judgment in evaluating the terms of a transaction, and will give consideration to various relevant factors, including without limitation the size and type of the transaction, the nature and character of the markets for the security, the confidentiality, speed and certainty of effective execution required for the transaction, the reputation, experience and financial condition of the broker-dealer and the value and quality of service rendered by the broker-dealer in other transactions, and the reasonableness of the brokerage commission or markup, if any. It is expected that on frequent occasions there will be many broker-dealer firms which will meet the foregoing criteria for a particular transaction. In selecting among such firms, the Fund may give consideration to those firms which supply brokerage and research services, quotations and statistical and other information to Wright for their use in servicing their accounts. The Fund may include firms which purchase investment services from Wright. The term "brokerage and research services" includes advice as to the value of securities, the advisability of investing in, purchasing or selling securities, and the availability of securities or purchasers or sellers of securities; furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts; and effecting securities transactions and performing functions incidental thereto (such as clearance and settlement). Such services and information may be useful and of value to Wright in servicing all or less than all of its accounts and the services and information furnished by a particular firm may not necessarily be used in connection with the account which paid brokerage commissions to such firm. The advisory fee paid by the Fund to Wright is not reduced as a consequence of Wright's receipt of such services and information. While such services and information are not expected to reduce Wright's normal research activities and expenses, Wright would, through use of such services and information, avoid the additional expenses which would be incurred if it should attempt to develop comparable services and information through its own staff. Subject to the requirement that Wright shall use its best efforts to seek to execute the Fund's portfolio security transactions at advantageous prices and at reasonably competitive commission rates, Wright, as indicated above, is authorized to consider as a factor in the selection of any broker-dealer firm with whom the Fund's portfolio orders may be placed the fact that such firm has sold or is selling shares of the Fund or of other investment companies sponsored by Wright. This policy is consistent with a rule of the National Association of Securities Dealers, Inc., which rule provides that no firm which is a member of the Association shall favor or disfavor the distribution of shares of any particular investment company or group of investment companies on the basis of brokerage commissions received or expected by such firm from any source. It is expected that purchases and sales of the Fund's portfolio investments will be with the issuers or with major dealers in money market instruments acting as principal, and that the Fund will normally pay no brokerage commissions. The cost of securities purchased from underwriters includes a disclosed, fixed underwriting commission or concession, and the prices for which securities are purchased from and sold to dealers usually include an undisclosed dealer mark-up or mark-down. During the fiscal years ended December 31, 1993, 1994 and 1995, the Fund paid no brokerage commissions. FUND SHARES AND OTHER SECURITIES The shares of beneficial interest of the Trust, without par value, may be issued in two or more series, or Funds. In addition to the Fund, the Trust has five other Funds that are offered under a separate prospectus. Shares of each Fund may be issued in an unlimited number by the Trustees of the Trust. Each share of a Fund represents an equal proportionate beneficial interest in that Fund and, when issued and outstanding, the shares are fully paid and non-assessable by the Trust. Shareholders are entitled to one vote for each full share held. Fractional shares may be voted in proportion to the amount of a Fund's net asset value which they represent. Voting rights are not cumulative, which means that the holders of more than 50% of the shares voting for the election of Trustees can elect 100% of the Trustees and, in such event, the holders of the remaining less than 50% of the shares voting on the matter will not be able to elect any Trustees. Shares have no preemptive or conversion rights and are freely transferable. Upon liquidation of the Trust or Fund, shareholders are entitled to share pro rata in the net assets of the affected Trust available for distribution to shareholders, and in any general assets of the Trust not previously allocated to a particular Fund by the Trustees. PURCHASE, EXCHANGE, REDEMPTION AND PRICING OF SHARES For information regarding the purchase of shares, see "How to Buy Shares" in the Fund's current Prospectus. For information about exchanges between Funds, see "How to Exchange Shares" in the Fund's current Prospectus. The Fund values its shares three times on each day the New York Stock Exchange (the "Exchange") is open at noon, at 3:00 p.m. and as of the close of regular trading on the Exchange - normally 4:00 p.m. New York time. The net asset value is determined by IBT (as agent for the Fund) in the manner authorized by the Trustees. Portfolio assets of the Fund are valued at amortized cost in an effort to attempt to maintain a constant net asset value of $1.00 per share, which the Trustees have determined to be in the best interests of the Fund and its shareholders. The investment adviser will periodically review this method of valuation and recommend changes to the Trustees of the Trust which may be necessary to assure that the portfolio instruments are valued at their fair value as determined by the Trustees in good faith. The Fund's use of the amortized cost method to value the portfolio securities is conditioned on its compliance with conditions contained in a rule issued by the Securities and Exchange Commission (the "Rule"). Under the Rule, the Trustees are obligated, as a particular responsibility within the overall duty of care owed to the shareholders, to establish procedures reasonably designed, taking into account current market conditions and the investment objectives of the Fund, to stabilize the net asset value per share as computed for the purposes of distribution, redemption and repurchase at $1.00 per share. The Trustees' procedures include periodically monitoring, as they deem appropriate and at such intervals as are reasonable in light of current market conditions, the extent of deviation between the amortized cost value per share and a net asset value per share based upon available indications of market value as well as review of the methods used to calculate the deviation. The Trustees will consider what steps, if any, should be taken in the event of a difference of more than 1/2 of 1% between such two values. The Trustees will take such steps as they consider appropriate (e.g., redemption in kind, selling prior to maturity to realize gains or losses or to shorten the average portfolio maturity, withholding dividends or using market quotations) to minimize any material dilution or other unfair results to investors or existing shareholders, which might arise from differences between the two values. The Rule requires that the Fund's investments, including repurchase agreements, be limited to those U.S. dollar-denominated instruments which the Trustees determine present minimal credit risks and which are at the time of acquisition rated by the requisite number of nationally recognized statistical rating organizations in one of the two highest short-term rating categories or, in the case of any instrument that is not so rated, of comparable quality as determined by Wright in accordance with procedures established by the Trustees. It also calls for the Fund to maintain a dollar-weighted average portfolio maturity (not more than 90 days) appropriate to its objective of maintaining a stable net asset value of $1.00 per share and precludes the purchase of any instrument with a remaining maturity of more than 13 months. Should the disposition of a portfolio security result in a dollar-weighted average portfolio maturity of more than 90 days, the Fund's available cash will be invested in such a manner as to reduce such maturity to 90 days or less as soon as reasonably practicable. It is the normal practice of the Fund to hold portfolio securities to maturity and to realize par value therefor unless a sale or other disposition is mandated by redemption requirements or other extraordinary circumstances. Under the amortized cost method of valuation, traditionally employed by institutions for valuation of money market instruments, neither the amount of daily income nor the Fund's net asset value is affected by any unrealized appreciation or depreciation on securities held for the Fund. There can be no assurance that the Fund's objectives will be achieved. For information about the redemption of shares, see "How to Redeem or Sell Shares" in the Fund's current Prospectus. PRINCIPAL UNDERWRITER The Trust has entered into a Distribution Contract on behalf of the Fund with its principal underwriter, Wright Investors' Service Distributors, Inc. ("WISDI"), a wholly-owned subsidiary of Winthrop, providing for WISDI to act as a separate distributor of Fund shares. The Fund is not obligated to make any distribution payments to WISDI under its Distribution Contract. Peter M. Donovan, President and a Trustee of the Trust and President and a Director of Wright and Winthrop, is Vice President, Treasurer and a Director of WISDI. A. M. Moody, III, Vice President and a Trustee of the Trust and Senior Vice President of Wright and Winthrop is President and a Director of WISDI. CALCULATION OF YIELD QUOTATIONS From time to time, quotations of the Fund's "yield" and "effective yield" may be included in advertisements or communications to shareholders. If a portion of the Fund's expenses had not been subsidized, the Fund would have had lower returns. These performance figures are calculated in the following manner: A. Yield -- the net annualized yield based on a specified 7-calendar days calculated at simple interest rates. Yield is calculated by determining the net change, exclusive of capital changes, in the value of a hypothetical pre-existing account having a balance of one share at the beginning of the period, subtracting a hypothetical charge reflecting deductions from shareholders accounts, and dividing the difference by the value of the account at the beginning of the base period to obtain the base period return. The yield is annualized by multiplying the base period return by 365/7. The yield figure is stated to the nearest hundredth of one percent. The yield of the Fund for the seven-day period ended December 31, 1995 was 4.89%. B. Effective Yield -- the net annualized yield for a specified 7-calendar days assuming a reinvestment of the yield or compounding. Effective yield is calculated by the same method as yield except the annualized yield figure is compounded by adding 1, raising the sum to a power equal to 365 divided by 7, and subtracting one from the result, according to the following formula: Effective Yield = [(Base Period Return + 1)^365/7] - 1. The effective yield of the Fund for the seven-day period ended December 31, 1995 was 5.01%. As described above, yield and effective yield are based on historical earnings and are not intended to indicate future performance. Yield and effective yield will vary based on changes in market conditions and the level of expenses. The Fund's yield or total return may be compared to the Consumer Price Index and various domestic securities indices. The Fund's yield or total return and comparisons with these indices may be used in advertisements and in information furnished to present or prospective shareholders. From time to time evaluations of the Fund's performance made by independent sources may be used in advertisements and in information furnished to present or prospective shareholders. These include the rankings prepared by Lipper Analytical Services, Inc., an independent service which monitors the performance of mutual funds. The Lipper performance analysis includes the reinvestment of dividends and capital gain distributions, but does not take sales charges into consideration and is prepared without regard to tax consequences. FINANCIAL STATEMENTS Registrant incorporates by reference the audited financial information for the Fund contained in the Fund's shareholder report for the fiscal year ended December 31, 1995 as previously filed electronically with the Securities and Exchange Commission (Accession Number 0000715165-96-000003). APPENDIX - -------- DESCRIPTION OF INVESTMENTS REPURCHASE AGREEMENTS -- involve purchase of debt securities of the U.S. Treasury or a Federal agency or Federal instrumentality. At the same time a Fund purchases the security it resells it to the vendor (a member bank of the Federal Reserve System or recognized securities dealer), and is obligated to redeliver the security to the vendor on an agreed-upon date in the future. The resale price is in excess of the purchase price and reflects an agreed-upon market rate unrelated to the coupon rate on the purchased security. Such transactions afford an opportunity for the Fund to earn a return on cash which is only temporarily available. The Fund's risk is the ability of the vendor to pay an agreed-upon sum upon the delivery date, and the Trust believes the risk is limited to the difference between the market value of the security and the repurchase price provided for in the repurchase agreement. However, bankruptcy or insolvency proceedings affecting the vendor of the security which is subject to the repurchase agreement, prior to the repurchase, may result in a delay in the Fund being able to resell the security. In all cases when entering into repurchase agreements with other than FDIC-insured depository institutions, the Fund will take physical possession of the underlying collateral security, or will receive written confirmation of the purchase of the collateral security and a custodial or safekeeping receipt from a third party under a written bailment for hire contract, or will be the recorded owner of the collateral security through the Federal Reserve Book-Entry System. "WHEN-ISSUED" SECURITIES -- U.S. Government obligations are frequently offered on a "when-issued" basis. When so offered, the price, which is generally expressed in terms of yield to maturity, is fixed at the time the commitment to purchase is made, but delivery and payment for the when-issued securities may take place at a later date. Normally, the settlement date occurs 15 to 90 days after the date of the transaction. The payment obligation and the interest rate that will be received on the securities are fixed at the time the Fund enters into the purchase commitment. During the period between purchase and settlement, no payment is made by the Fund to the issuer and no interest accrues to the Fund. To the extent that assets of the Fund are held in cash pending the settlement of a purchase of securities, the Fund would earn no income; however, the Fund intends to be fully invested to the extent practicable and subject to the policies stated above. While when-issued securities may be sold prior to the settlement date, it is intended that such securities will be purchased for the Fund with the purpose of actually acquiring them unless a sale appears to be desirable for investment reasons. At the time a commitment to purchase securities on a when-issued basis is made for the Fund, the transaction will be recorded and the value of the security reflected in determining the Fund's net asset value. The Trust will establish a segregated account in which the Fund will maintain cash and liquid, high-grade debt securities equal in value to commitments for when-issued securities. If the value of the securities placed in the separate account declines, additional cash or securities will be placed in the account on a daily basis so that the value of the account will at least equal the amount of the Fund's when-issued commitments. Securities purchased on a when-issued basis and the securities held by the Fund are subject to changes in value based upon the public's perception of the credit worthiness of the issuer and changes in the level of interest rates (which will generally result in both changing in value in the same way, i.e., both experiencing appreciation when interest rates decline and depreciation when interest rates rise). Therefore, to the extent that the Fund remains substantially fully invested at the same time that it has purchased securities on a when-issued basis, there will be greater fluctuations in the market value of the Fund assets than if cash were solely set aside to pay for when-issued securities. WRIGHT QUALITY RATINGS Wright Quality Ratings Standards provide the means by which the fundamental criteria for the measurement of quality of an issuer's securities can be objectively evaluated. Each rating is based on 32 individual measures of quality grouped into four components: (1) Investment Acceptance, (2) Financial Strength, (3) Profitability and Stability, and (4) Growth. The total rating is three letters and a numeral. The three letters measure (1) Investment Acceptance, (2) Financial Strength, and (3) Profitability and Stability. Each letter reflects a composite measurement of eight individual standards which are summarized as A: Outstanding, B: Excellent, C: Good, D: Fair, L: Limited, and N: Not Rated. The numeral rating reflects Growth and is a composite of eight individual standards ranging from 0 to 20. These ratings are determined by specific quantitative formulae. A distinguishing characteristic of these ratings is that The Wright Investment Committee must review and accept each rating. The Committee may reduce a computed rating of any company, but may not increase it. DEBT SECURITIES Wright ratings for commercial paper, corporate bonds and bank certificates of deposit, which are also applied to counterparties to repurchase agreements, consist of the two central positions of the four position alpha-numeric corporate equity rating. The two central positions represent those factors which are most applicable to fixed income and reserve investments. The first, Financial Strength, represents the amount, the adequacy and the liquidity of the corporation's resources in relation to current and potential requirements. Its principal components are aggregate equity and total capital, the ratios of (a) invested equity capital, and (b) long term debt, total of corporate capital, the adequacy of net working capital, fixed charges coverage ratio and other appropriate criteria. The second letter represents Profitability and Stability and measures the record of a corporation's management in terms of: (a) the rate and consistency of the net return on shareholders' equity capital investment at corporate book value, and (b) the profits and losses of the corporation during generally adverse economic periods, and its ability to withstand adverse financial developments. The first letter rating of the Wright four-part alpha-numeric corporate rating is not included in the ratings of fixed income securities since it primarily reflects the adequacy of the floating supply of the company's common shares for the investment of substantial funds. The numeric growth rating is not included because this element is identified only with equity investments. PART B INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION =============================================================================== STATEMENT OF ADDITIONAL INFORMATION May 1, 1996 THE WRIGHT MANAGED INCOME TRUST 24 Federal Street Boston, Massachusetts 02110 - ------------------------------------------------------------------------------- Wright U.S. Treasury Fund Wright U.S. Treasury Near Term Fund Wright Total Return Bond Fund Wright Insured Tax Free Bond Fund Wright Current Income Fund - ------------------------------------------------------------------------------- Table of Contents Page General Information and History.................................. 2 Investment Objectives and Policies............................... 3 Investment Restrictions.......................................... 6 Officers and Trustees............................................ 7 Control Persons and Principal Holders of Shares.................. 9 Investment Advisory and Administrative Services.................. 10 Custodian........................................................ 12 Independent Certified Public Accountants......................... 13 Brokerage Allocation............................................. 13 Fund Shares and Other Securities................................. 14 Purchase, Exchange, Redemption and Pricing of Shares............. 15 Principal Underwriter............................................ 15 Calculation of Performance and Yield Quotations.................. 17 Financial Statements............................................. 20 Appendix ........................................................ 50 THIS COMBINED STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR ACCOMPANIED BY THE CURRENT COMBINED PROSPECTUS OF THE WRIGHT MANAGED INCOME TRUST (THE "TRUST") DATED MAY 1, 1996; A COPY OF WHICH MAY BE OBTAINED WITHOUT CHARGE FROM WRIGHT INVESTORS' SERVICE DISTRIBUTORS, INC., 1000 LAFAYETTE BOULEVARD, BRIDGEPORT, CONNECTICUT 06604 (TELEPHONE: (800) 888-9471). GENERAL INFORMATION AND HISTORY The Trust is a no-load, open-end, management investment company organized as a Massachusetts business trust. The Trust was established pursuant to a Declaration of Trust dated February 17, 1983, as amended and restated, and further amended March 28, 1991 to change the name of the Trust from "The Wright Managed Bond Trust" to "The Wright Managed Income Trust." On September 22, 1995, Wright Government Obligations Fund and Wright Near Term Bond Fund changed their names to Wright U.S. Treasury Fund and Wright U.S. Treasury Near Term Fund, respectively. The Trust has the five series described herein (the "Funds") plus one series offered under a separate prospectus and statement of additional information. Each Fund is a diversified fund. As permitted by Massachusetts law, there will normally be no meetings of shareholders for the purpose of electing Trustees of the Trust unless and until such time as less than a majority of the Trustees holding office have been elected by its shareholders. In such an event, the Trustees then in office will call a shareholders' meeting for the election of Trustees. Subject to the foregoing circumstances, the Trustees will continue to hold office and may appoint successor or new Trustees except that, pursuant to provisions of the Investment Company Act of 1940 (the "1940 Act"), which are set forth in the By-laws of the Trust, the shareholders can remove one or more of its Trustees. The Trust's Declaration of Trust may be amended with the affirmative vote of a majority of the outstanding shares of the Trust or, if the interests of a particular Fund are affected, a majority of such Fund's outstanding shares. The Trustees are authorized to make amendments to the Declaration of Trust that do not have a material adverse affect on the interests of shareholders. The Trust may be terminated (i) upon the sale of the Trust's assets to another diversified open-end management investment company, if approved by the holders of two-thirds of the outstanding shares of the Trust, except that if the Trustees recommend such sale of assets, the approval by the vote of a majority of the Trust's outstanding shares will be sufficient, or (ii) upon liquidation and distribution of the assets of the Trust, if approved by a majority of its Trustees or by the vote of a majority of the Trust's outstanding shares. If not so terminated, the Trust may continue indefinitely. The Trust's Declaration of Trust further provides that the Trust's Trustees will not be liable for errors of judgment or mistakes of fact or law; however, nothing in the Declaration of Trust protects a Trustee against any liability to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office. The Trust is an organization of the type commonly known as a "Massachusetts business trust." Under Massachusetts law, shareholders of such a trust may, under certain circumstances, be held personally liable as partners for the obligations of the trust. The Trust's Declaration of Trust contains an express disclaimer of shareholder liability in connection with the Trust property or the acts, obligations or affairs of the Trust. The Declaration of Trust also provides for indemnification out of the Trust property of any shareholder held personally liable for the claims and liabilities to which a shareholder may become subject by reason of being or having been a shareholder. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the Trust itself would be unable to meet its obligations. The risk of any shareholder incurring any liability for the obligations of the Trust is extremely remote. Each Fund has retained Wright Investors' Service, Inc. of Bridgeport, Connecticut ("Wright" or ("Investment Adviser") as investment adviser to carry out the management, investment and reinvestment of its assets. The Trust has retained Eaton Vance Management ("Eaton Vance"), 24 Federal Street, Boston, Massachusetts 02110, as administrator of the Trust's business affairs. INVESTMENT OBJECTIVES AND POLICIES The investment objective of each Fund is to provide a high level of return consistent with the quality standards and average maturity for such Fund. The securities in which each Fund may invest are described below. Except as otherwise indicated, the investment objective and policies of the Funds may be changed by the Trustees of the The Wright Managed Income Trust (the "Trust") without a vote of the Funds' shareholders. WRIGHT U.S.TREASURY FUND (WUSTB).WUSTB invests in U.S. reasury bills, notes and bonds. For a further description of the WUSTB Fund's investments, see the Appendix beginning at page 50. WRIGHT U.S. TREASURY NEAR TERM FUND (WNTB). WNTB invests in U.S. Treasury obligations with an average weighted maturity of less than five years. This Fund is designed to appeal to the investor seeking a high level of income that is normally somewhat less variable and normally somewhat higher than that available from short-term U.S. Treasury money market securities and who is also seeking to limit fluctuation of capital (i.e., compared with longer-term U.S. Treasury securities). Portfolio securities will consist entirely of U.S. Treasury obligations, such as U.S. Treasury bills, notes and bonds. WRIGHT TOTAL RETURN BOND FUND (WTRB). WTRB invests in a diversified portfolio of high-quality bonds and other debt securities of high quality with an average weighted maturity that, in the judgment of the Fund's investment adviser, produces the best total return, i.e., the highest total of ordinary income plus capital appreciation. Accordingly, investment selections may differ depending on the particular phase of the interest rate cycle. Assets of this Fund may be invested in U.S. Government and agency obligations, certificates of deposit of federally insured banks and corporate obligations rated at the date of investment A or better (high grade) by Standard & Poor's Ratings Group ("Standard & Poor's") or by Moody's Investors Service, Inc. ("Moody's") or, if not rated by such rating organizations, of comparable quality as determined by the Investment Adviser pursuant to guidelines established by the Trust's Trustees. In any case, they must also meet Wright Quality Rating Standards. WRIGHT INSURED TAX FREE BOND FUND (WTFB). WTFB invests in a high-grade portfolio consisting primarily of Municipal Securities (as defined in the Appendix) that provide current interest income exempt from regular federal income tax. In addition, under normal market conditions, at least 65% of the Fund's investments will consist of municipal securities that are covered by insurance guaranteeing the timely payment of principal and interest. However, assets of this Fund may be temporarily invested in securities the interest income from which may be subject to regular federal income tax (1) if, in the Investment Adviser's opinion, investment considerations make it advisable to do so; (2) to meet temporary liquidity requirements; and (3) during the period between the commitment to purchase municipal bonds and the settlement date of such purchases. Except as provided above, the Fund's annual income is expected to consist of interest exempt from regular federal income tax. Rather than simply hold a fixed portfolio of bonds, the Investment Adviser will attempt to take advantage of opportunities in the market place to achieve a higher total return (i.e., the combination of income and capital performance over the long term) when such action is not inconsistent with the objective of providing a high level of tax-free income. Distributions by the Fund that are exempt from regular federal income tax may not be exempt from the federal alternative minimum tax or from state or local taxes and distributions, if any, made from realized capital gains are subject to federal, state and local taxes where applicable. In addition, the market prices of municipal bonds, like those of taxable debt securities, vary inversely with interest rate changes during the period prior to maturity. As a result, the net asset value per share of the Fund can be expected to fluctuate and shareholders may receive more or less than the purchase price for shares which they redeem. The Fund will have an average weighted maturity that, in the judgment of the Fund's investment adviser, produces the best compromise between return and stability of principal. All municipal securities purchased for WTFB will be covered by insurance guaranteeing the timely payment of principal and interest, such insurance to be "new issue" insurance, "secondary market" insurance, or "portfolio" insurance, all as defined in the current Prospectus of the Trust. If the Investment Adviser believes that "defensive" or other investment considerations make it advisable to do so, up to 20% of the Fund's net assets may be held in cash or invested in short-term taxable investments such as (1) U.S. Treasury bills, notes, and bonds; (2) obligations of agencies and instrumentali-ties of the U.S. Government; and (3) money market instruments, such as high-quality domestic bank certificates of deposit, finance company and corporate commercial paper and bankers' acceptances. WRIGHT CURRENT INCOME FUND (WCIF). WCIF invests primarily in debt obligations issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, mortgage-related securities of governmental or corporate issuers and corporate debt securities. The U.S. Government securities in which the Fund may invest include direct obligations of the U.S. Government, such as U.S. Treasury bills, notes, and bonds; obligations of U.S. Government agencies and instrumentalities secured by the full faith and credit of the U.S. Treasury, such as securities of the Government National Mortgage Association (GNMA) or the Export-Import Bank; obligations secured by the right to borrow from the U.S. Treasury, such as securities issued by the Federal Financing Bank or the Student Loan Marketing Association; and obligations backed by the credit of the government agency itself, such as securities of the Federal Home Loan Bank, the Federal National Mortgage Association (FNMA) and the Federal Home Loan Mortgage Corporation (FHLMC). The Fund may invest in mortgage-related securities issued by certain of the agencies or federally chartered corporations listed above. These include mortgage-backed securities of GNMA, FNMA and FHLMC, debentures and short-term notes issued by FNMA and collateralized mortgage obligations issued by FHLMC. In addition, the Fund may invest in collateralized mortgage obligations issued by such private entities as financial institutions, mortgage bankers and subsidiaries of home building companies, provided that they meet Wright Quality Rating Standards. WCIF expects to concentrate its investments in Ginnie Mae pass-through securities guaranteed by the Government National Mortgage Association (GNMA or Ginnie Mae). These securities are backed by a pool of mortgages which pass through to investors the principal and interest payments of homeowners. Ginnie Mae guarantees that investors will receive timely princpal payments even if homeowners do not make their mortgage payments on time. The corporate debt securities in which the Fund may invest include commercial paper and other short-term instruments rated A-1 by Standard & Poor's or P-1 by Moody's. The Fund may invest in unrated debt securities if these are determined by the Investment Adviser pursuant to guidelines established by the Trust's Trustees to be of a quality comparable to that of the rated securities in which the Fund may invest. All of the corporate debt securities purchased by the Fund must meet Wright Quality Rating Standards. The Fund may enter into repurchase agreements with respect to any securities in which it may invest. GENERAL POLICIES OF THE FUNDS. The Trust does not ordinarily expect to establish investment reserves in cash equivalent securities (i.e., non-equity securities which are readily converted into cash) in its taxable intermediate and longer term Funds, but may do so from time to time should there be an influx of investors' cash at a time when securities of an appropriate character or quality are in short supply. Each of the taxable Funds, other than WUSTB and WNTB, may invest in certificates of deposit, bankers' acceptances and other obligations of domestic banks, including thrift institutions. In all cases, high-quality standards will apply to such Funds' bank investments, meaning that such investments will be rated within the two highest ratings by any major rating service or, if the instrument is not rated, will be of comparable quality as determined by the Trust's Trustees. The Funds may invest in bank obligations and instruments of banks which have other relationships with the Funds, Eaton Vance, Wright or Investors Bank & Trust Company. Investments by WTFB will be confined to securities of those issuers which meet the quality standards of Wright and to obligations that consist of: (1) Municipal Securities which are rated at the time of purchase within the two highest grades by Moody's (Aaa or Aa) or by Standard and Poor's (AAA or AA), or, in the case of municipal notes, rated at least MIG 1 by Moody's or SP-1 by Standard & Poor's; (2) Unrated Municipal Securities which, in the opinion of the Investment Adviser, have credit characteristics equivalent to or better than obligations rated Aa or MIG 1 by Moody's, or AA or SP-1 by Standard and Poor's; (3) Tax-exempt commercial (municipal) paper which is rated in the highest grade by such rating services (P-1 or A-1, respectively) or which, in the opinion of the Investment Adviser, has credit characteristics equivalent to or better than such rated paper; (4) Obligations, the interest on which is exempt from federal income tax which at the time of purchase are backed by the full faith and credit of the U.S. Government as to payment of principal and interest; (5) Obligations, the interest on which is exempt from federal income tax which at the time of purchase are insured as to principal and interest by an agency, insurance company, or financial organization acceptable to the Funds' investment adviser (e.g., the Municipal Bond Investors Assurance Corporation [MBIA]); (6) Temporary investments in taxable securities as noted above in the sections relating to WTFB, and (7) Cash. For a further description of the instruments and ratings discussed above in connection with the various Funds see the Appendix. INVESTMENT RESTRICTIONS The following investment restrictions have been adopted by each Fund and may be changed with respect to a Fund only by the vote of a majority of the Fund's outstanding voting securities, which as used in this Statement of Additional Information means the lesser of (a) 67% of the shares of the Fund if the holders of more than 50% of the shares are present or represented at the meeting or (b) more than 50% of the shares of the Fund. Accordingly, each Fund may not: (1) Borrow money in excess of 1/3 of the current market value of the net assets of a Fund (excluding the amount borrowed) and then only if such borrowing is incurred as a temporary measure for extraordinary or emergency purposes or to facilitate the orderly sale of portfolio securities to accommodate redemption requests; or issue any securities of a Fund other than its shares of beneficial interest except as appropriate to evidence indebtedness which the Fund is permitted to incur. To the extent that a Fund purchases additional portfolio securities while such borrowings are outstanding, such Fund may be considered to be leveraging its assets, which entails the risk that the costs of borrowing may exceed the return from the securities purchased. (The Trust anticipates paying interest on borrowed money at rates comparable to a Fund's yield and the Trust has no intention of attempting to increase any Fund's net income by means of borrowing); (2) Pledge, mortgage or hypothecate the assets of any Fund to an extent greater than 1/3 of the total assets of the Fund taken at market; (3) Invest more than 5% of a Fund's total assets taken at current market value in the securities of any one issuer (other than securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities) or allow a Fund to purchase more than 10% of the voting securities of any one issuer; (4) Purchase or retain securities of any issuer if 5% of the issuer's securities are owned by those officers and Trustees of the Trust or its manager, investment adviser or administrator who own individually more than 1/2 of 1% of the issuer's securities; (5) Purchase securities on margin, make short sales except sales against the box, write or purchase or sell any put options (except with respect to securities held by any Fund investing primarily in U.S. Government securities or in securities the interest on which is exempt from federal income tax), or purchase warrants; (6) Buy or sell real estate unless acquired as a result of ownership of securities; (7) Purchase any securities which would cause more than 25% of the market value of a Fund's total assets at the time of such purchase to be invested in the securities of issuers having their principal business activities in the same industry, provided that there is no limitation in respect to investments in securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities and utility companies, gas, electric, water and telephone companies are considered as separate industries; except that, with respect to any Fund which has a policy of being primarily invested in obligations whose interest income is exempt from federal income tax, the restriction shall be that the Trust will not purchase for that Fund either (i) pollution control and industrial development bonds issued by non-governmental users or (ii) securities whose interest income is not exempt from federal income tax, if in either case the purchase would cause more than 25% of the market value of the assets of the Fund at the time of such purchase to be invested in the securities of one or more issuers having their principal business activities in the same industry; (8) Underwrite securities issued by other persons except insofar as the Trust may technically be deemed an underwriter under the Securities Act of 1933 in selling a portfolio security; (9) Make loans, except to the extent that the purchase of debt instruments in accordance with the Trust's investment objective and policies may be deemed to be loans; or (10) Purchase from or sell to any of its Trustees and officers, its manager, administrator, or investment adviser, its principal underwriter, if any, or the officers and directors of said manager, administrator, investment adviser or principal underwriter, portfolio securities of any Fund. The issuer of a pollution control or industrial development bond for purposes of investment restriction (7) is the entity or entities whose assets and revenues will provide the source for payment of principal and interest on the bond. A governmental or other entity that guarantees such a bond may also be considered the issuer of a separate security for purposes of this restriction. In addition, while not fundamental policies, so long as the shares of any Fund are registered for sale in Texas, and while the following are generally required conditions of registration in that State, the Trust undertakes that each Fund will limit its investment in warrants, valued at the lower of cost or market, to 5% of the value of the Fund's net assets (included within that amount, but not to exceed 2% of the value of the Fund's net assets, may be warrants which are not listed on the New York or American Stock Exchange. Warrants acquired by the Fund in units or attached to securities may be deemed to be without value); no Fund will purchase oil, gas or other mineral leases or purchase partnership interests in oil, gas or other mineral exploration or development programs; no Fund will purchase or sell real property (including limited partnership interests, but excluding readily marketable interests in real estate investment trusts or readily marketable securities of companies which invest in real estate). If a percentage restriction contained in any Fund's investment policies is adhered to at the time of investment, a later increase or decrease in the percentage resulting from a change in the value of portfolio securities or the Fund's net assets will not be considered a violation of such restriction. OFFICERS AND TRUSTEES The officers and Trustees of the Trust are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Those Trustees who are "interested persons" (as defined in the 1940 Act) of the Trust, Wright, The Winthrop Corporation ("Winthrop"), Eaton Vance, Eaton Vance's wholly owned subsidiary, Boston Management and Research ("BMR"), Eaton Vance's parent company, Eaton Vance Corp. (`EVC'), or Eaton Vance's and BMR's Trustee, Eaton Vance, Inc. ("EV"), by virtue of their affiliation with either the Trust, Wright, Eaton Vance, BMR, EVC or EV, are indicated by an asterisk (*). PETER M. DONOVAN (53), PRESIDENT AND TRUSTEE* President and Director of Wright and Winthrop; Vice President, Treasurer and a Director of Wright Investors' Service Distributors, Inc. Address: 1000 Lafayette Boulevard, Bridgeport, CT 06604 H. DAY BRIGHAM, JR. (69), VICE PRESIDENT, SECRETARY AND TRUSTEE* Vice President of Eaton Vance, BMR, EVC and EV and Director, EV and EVC; Director, Trustee and officer of various investment companies managed by Eaton Vance or BMR. Address: 24 Federal Street, Boston, MA 02110 WINTHROP S. EMMET (85), TRUSTEE Retired New York City Attorney at Law; Trust Officer, First National City Bank, New York, NY (1963-1971). Address: Box 327, West Center Road, West Stockbridge, MA 01266 LELAND MILES (72), TRUSTEE President Emeritus, University of Bridgeport (1987- present); President, University of Bridgeport (1974-1987); Director, United Illuminating Company. Address: Tide Mill Landing, 2425 Post Road, Suite 102, Southport, CT 06490 A.M. MOODY III (59), VICE PRESIDENT & TRUSTEE* Senior Vice President, Wright and Winthrop; President, Wright Investors' Service Distributors, Inc. Address: 1000 Lafayette Boulevard, Bridgeport, CT 06604 LLOYD F. PIERCE (77), TRUSTEE Retired Vice Chairman (prior to 1984 - President), People's Bank, Bridgeport, CT; Member, Board of Trustees, People's Bank, Bridgeport, CT; Board of Directors, Southern Connecticut Gas Company; Chairman, Board of Directors, COSINE. Address: 125 Gull Circle North, Daytona Beach, FL 32119 GEORGE R. PREFER (61), TRUSTEE Retired President and Chief Executive Officer, Muller Data Corp., New York, NY (President 1983- 1986 and 1989-1990); President and Chief Executive Officer, InvestData Corporation, A Mellon Financial Services Company (1986-1989). Address: 7738 Silver Bell Drive, Sarasota, FL 34241 RAYMOND VAN HOUTTE (71), TRUSTEE President Emeritus and Counselor of The Tompkins County Trust Co., Ithaca, NY (since January 1989); President and Chief Executive Officer, The Tompkins County Trust Company (1973-1988); President, New York State Bankers Association (1987-1988); Director, McGraw Housing Company, Inc., Deanco, Inc., Evaported Metal Products and Ithaco, Inc. Address: One Strawberry Lane, Ithaca, NY 14850 JUDITH R. CORCHARD (57), VICE PRESIDENT Executive Vice President, Investment Management: Senior Investment Officer; Vice Chairman of the Investment Committee and Director, Wright and Winthrop. Address: 1000 Lafayette Boulevard, Bridgeport, CT 06604 JAMES L. O'CONNOR (51), TREASURER Vice President of Eaton Vance, BMR and EV. Officer of various investment companies managed by Eaton Vance or BMR. Address: 24 Federal Street, Boston, MA 02110 JANET E. SANDERS (60), ASSISTANT SECRETARY AND ASSISTANT TREASURER Vice President of Eaton Vance, BMR and EV. Officer of various investment companies managed by Eaton Vance or BMR. Address: 24 Federal Street, Boston, MA 02110 WILLIAM J. AUSTIN, JR. (44), ASSISTANT TREASURER Assistant Vice President of Eaton Vance, BMR and EV. Officer of various investment companies managed by Eaton Vance or BMR. Mr.Austin was elected Assistant Treasurer of the Trust on December 18, 1991. Address: 24 Federal Street, Boston, MA 02110 A. JOHN MURPHY (33), ASSISTANT SECRETARY Assistant Vice President of Eaton Vance, BMR and EV since March 1, 1994; employee of Eaton Vance since March 1993. State Regulations Supervisor, The Boston Company (1991-1993) and Registration Specialist, Fidelity Management & Research Co. (1986-1991). Officer of various investment companies managed by Eaton Vance or BMR. Mr.Murphy was elected Assistant Secretary of the Trust on June 21, 1995. Address: 24 Federal Street, Boston, MA 02110 ERIC G. WOODBURY (38), ASSISTANT SECRETARY Vice President of Eaton Vance, BMR and EV since February 1993; formerly, associate attorney at Dechert, Price & Rhoads and Gaston & Snow. Officer of various investment companies managed by Eaton Vance or BMR. Mr. Woodbury was elected Assistant Secretary of the Trust on June 21, 1995. Address: 24 Federal Street, Boston, MA 02110 All of the Trustees and officers hold identical positions with The Wright Managed Equity Trust, The Wright Managed Blue Chip Series Trust (except Mr. Miles) and The Wright EquiFund Equity Trust. The fees and expenses of those Trustees of the Trust (Messrs. Emmet, Miles, Pierce, Prefer and Van Houtte) who are not affiliated persons of the Trust are paid by the Funds and other series of the Trust. They also received additional payments from other investment companies for which Wright provides investment advisory services. The Trustees who are interested persons of the Trust receive no compensation from the Trust. The Trust does not have a retirement plan for its Trustees. For Trustee compensation for the fiscal year ended December 31, 1995, see the table below. Messrs. Emmet, Miles, Pierce, Prefer and Van Houtte are members of the Special Nominating Committee of the Trustees of the Trust. The Special Nominating Committee's function is selecting and nominating individuals to fill vacancies, as and when they occur, in the ranks of those Trustees who are not "interested persons" of the Trust, Eaton Vance or Wright. The Trust does not have a designated audit committee since the full board performs the functions of such committee. COMPENSATION TABLE - FISCAL YEAR ENDED DECEMBER 31, 1995 The Wright Managed Income Trust -- Registered Investment Companies (6) Aggregate Compensation from Pension Benefits Estimated Total Compensation Trustees The Wright Managed Income Trust Accrued Annual Benefits Paid(1) - ------------------------------------------------------------------------------------------------------------------------------- Winthrop S. Emmet $1,250 None None $5,000 Leland Miles $1,250 None None $4,750 Lloyd F. Pierce $1,250 None None $5,000 George R. Prefer $1,250 None None $5,000 Raymond Van Houtte $1,250 None None $5,000 - ------------------------------------------------------------------------------------------------------------------------------- (1) Total compensation paid is from The Wright Managed Income Trust (6 funds) and the other boards in the Wright Fund complex (27 Funds) for a total of 33 Funds.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SHARES As of January 31, 1996, the Trustees and officers of the Trust, as a group, owned in the aggregate less than 1% of the outstanding shares of each Fund. The Funds' shares are held primarily by trust departments of depository institutions and trust companies either for their own account or for the accounts of their clients. From time to time, several of these trust departments are the record owners of 5% or more of the outstanding shares of a particular Fund. To date, the Funds' experience has been that such shareholders do not continuously hold in excess of 5% or more of a Fund's outstanding shares for extended periods of time. Should a shareholder continuously hold 5% or more of a Fund's outstanding shares for an extended period of time (a period in excess of a year), this would be disclosed by an amendment to this Statement of Additional Information showing such shareholder's name, address and percentage of ownership. Upon request, the Trust will provide shareholders with a list of all shareholders holding 5% or more of a Fund's outstanding shares as of a current date. On January 31, 1996, the number of trust departments which were the record owners of more than 5% of the outstanding shares of the Funds was as follows: WUSTB, 5; WNTB, 4; WTRB, 4; WTFB, 6; and WCIF, 4. INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES The Funds have engaged Winthrop to act as their investment adviser pursuant to an Investment Advisory Contract dated December 21, 1987 (the "Investment Advisory Contract"). Pursuant to a service agreement effective February 1, 1996 between Winthrop and Wright, Wright, acting under the general supervision of the Trust's Trustees, furnishes each Fund with investment advice and management services, as described below. Winthrop supervises Wright's performance of this function and retains its contractual obligations under the Investment Advisory Contract with each Fund. The address of both Winthrop and Wright is 1000 Lafayette Boulevard, Bridgeport, Connecticut. Winthrop was founded in 1960. Wright, its successor and wholly-owned subsidiary, currently provides investment services to clients throughout the United States and abroad. John Winthrop Wright may be considered a controlling person of Winthrop and Wright by virtue of his position as Chairman of the Board of Directors of Winthrop and Wright, and by reason of his ownership of more than a majority of the outstanding shares of Winthrop. Pursuant to the Investment Advisory Contract, Wright will carry out the investment and reinvestment of the assets of the Funds, will furnish continuously an investment program with respect to the Funds, will determine which securities should be purchased, sold or exchanged, and will implement such determinations. Wright will furnish to the Funds investment advice and management services, office space, equipment and clerical personnel, and investment advisory, statistical and research facilities. In addition, Wright has arranged for certain members of the Eaton Vance and Wright organizations to serve without salary as officers or Trustees of the Trust. In return for these services, each Fund is obligated to pay a monthly advisory fee calculated at the rates set forth in the Fund's current Prospectus. Effective February 1, 1996, Winthrop will cause the Funds to pay to Wright the entire amount of the advisory fee payable by each Fund under the Investment Advisory Contract with Winthrop. The following table sets forth the net assets of each Fund as at December 31, 1995 and the advisory fee earned during the fiscal years ended December 31, 1995, 1994 and 1993. Fees Earned for the Aggregate Fiscal Year Ended December 31 Net Assets ----------------------------- at 12/31/95 1995 1994 1993 - ---------------------------------------------------------------------------- WUSTB(1) $15,156,244 $ 65,539 $ 84,992 $ 122,610 WNTB 143,599,834 739,265 1,266,025 1,549,112 WTRB 122,761,602 525,335 824,625 1,054,524 WTFB(2) 9,934,695 42,577 57,725 66,443 WCIF 66,345,173 313,626 403,012 437,383 - ---------------------------------------------------------------------------- (1) To enhance the net income of the Fund during the fiscal year ended December 31, 1995, Winthrop made a reduction of its advisory fee in the amount of $17,515. (2) To enhance the net income of the Fund, Winthrop made a reduction of its advisory fees during each of the fiscal years ended December 31, 1995, 1994 and 1993 by $42,577, $29,956 and $8,267, respectively. For the fiscal year ended December 31, 1995, Winthrop was allocated $927 of expenses related to the operation of the Fund. The Trust has engaged Eaton Vance to act as the administrator for each Fund pursuant to an Administration Agreement dated November 1, 1990. Eaton Vance, or its affiliates act as investment adviser to investment companies and various individual and institutional clients with assets under management of approximately $16 billion. Eaton Vance is a wholly-owned subsidiary of EVC, a publicly held holding company. Under the Administration Agreement, Eaton Vance is responsible for managing the business affairs of each Fund, subject to the supervision of the Trust's Trustees. Eaton Vance's services include recordkeeping, preparation and filing of documents required to comply with federal and state securities laws, supervising the activities of the Trust's custodian and transfer agent, providing assistance in connection with the Trustees' and shareholders' meetings and other administrative services necessary to conduct each Fund's business. Eaton Vance will not provide any investment management or advisory services to the Funds. For its services under the Administration Agreement, Eaton Vance receives monthly administration fees at the annual rates set forth in the Fund's current Prospectus. The following table sets forth the administration fees earned for the fiscal years ended December 31, 1995, 1994 and 1993. Administration Fees Paid for the Fiscal Year Ended December 31 --------------------------------------- 1995 1994 1993 - --------------------------------------------------------------------------- WUSTB $ 16,384 $ 21,245 $ 30,653 WNTB 129,501 172,293 192,794 WTRB 110,899 136,920 156,793 WTFB 10,644 14,431 16,607 WCIF 78,407 97,754 107,639 - ---------------------------------------------------------------------------- Eaton Vance and EV are both wholly owned subsidiaries of EVC. BMR is a wholly owned subsidiary of Eaton Vance. Eaton Vance and BMR are both Massachusetts business trusts, and EV is the trustee of Eaton Vance and BMR. The Directors of EV are Landon T. Clay, H. Day Brigham, Jr., M. Dozier Gardner, James B. Hawkes and Benjamin A. Rowland, Jr. The Directors of EVC consist of the same persons and John G. L. Cabot and Ralph Z. Sorenson. Mr. Clay is chairman, and Mr. Gardner is president and chief executive officer of EVC, Eaton Vance, BMR and EV. All of the issued and outstanding shares of Eaton Vance and of EV are owned by EVC. All of the issued and outstanding shares of BMR are owned by Eaton Vance. All shares of the outstanding Voting Common Stock of EVC are deposited in a Voting Trust which expires December 31, 1996, the Voting Trustees of which are Messrs. Brigham, Clay, Gardner, Hawkes, and Rowland. The Voting Trustees have unrestricted voting rights for the election of Directors of EVC. All of the outstanding voting trust receipts issued under said Voting Trust are owned by certain of the officers of Eaton Vance and BMR who are also officers and Directors of EVC and EV. As of January 31, 1996, Messrs. Clay, Gardner and Hawkes each owned 24% of such voting trust receipts. Messrs. Rowland and Brigham each owned 15% and 13%, respectively, of such voting trust receipts. Mr. Brigham is an officer and Trustee of the Trust, and a member of the Eaton Vance, EVC, BMR and EV organizations. Messrs. Austin, Murphy, O'Connor and Woodbury and Ms. Sanders are officers of the Trust and are also members of the Eaton Vance, BMR and EV organizations. Eaton Vance will receive the fees paid under the Administration Agreements. EVC owns all of the stock of Energex Energy Corporation which is engaged in oil and gas operations. In addition, Eaton Vance owns all the stock of Northeast Properties, Inc., which is engaged in real estate investment and consulting and management. EVC owns all of the stock of Fulcrum Management, Inc. and MinVen, Inc., which are engaged in the development of precious metal properties. EVC, EV, Eaton Vance and BMR may also enter into other businesses. The Trust will be responsible for all of its expenses not expressly stated to be payable by Wright under its Investment Advisory Contract or by Eaton Vance under its Administration Agreement, including, without limitation, the fees and expenses of its custodian and transfer agent, including those incurred for determining each Fund's net asset value and keeping each Fund's books; the cost of share certificates; membership dues in investment company organizations; brokerage commissions and fees; fees and expenses of registering its shares; expenses of reports to shareholders, proxy statements, and other expenses of shareholders' meetings; insurance premiums; printing and mailing expenses; interest, taxes and corporate fees; legal and accounting expenses; expenses of Trustees not affiliated with Eaton Vance or Wright; distribution expenses incurred pursuant to the Trust's distribution plan; and investment advisory and administration fees. The Trust will also bear expenses incurred in connection with litigation in which the Trust is a party and the legal obligation the Trust may have to indemnify its officers and Trustees with respect thereto. The Trust's Investment Advisory Contract and Administration Agreement will remain in effect until February 28, 1997. The Trust's Investment Advisory Contract may be continued with respect to a Fund from year to year thereafter so long as such continuance after February 28, 1997 is approved at least annually (i) by the vote of a majority of the Trustees who are not "interested persons" of the Trust, Eaton Vance or Wright cast in person at a meeting specifically called for the purpose of voting on such approval and (ii) by the Board of Trustees of the Trust or by vote of a majority of the outstanding shares of that Fund. The Trust's Administration Agreement may be continued from year to year after February 28, 1997 so long as such continuance is approved annually by the vote of a majority of the Trustees. Each agreement may be terminated as to a Fund at any time without penalty on sixty (60) days written notice by the Board of Trustees or Directors of either party, or by vote of the majority of the outstanding shares of that Fund, and each agreement will terminate automatically in the event of its assignment. Each agreement provides that, in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations or duties to the Trust under such agreement on the part of Eaton Vance or Wright, Eaton Vance or Wright will not be liable to the Trust for any loss incurred. The Trust's Investment Advisory Contract and Administration Agreement were most recently approved by its Trustees, including the "non-interested Trustees," at a meeting held on January 24, 1996 and by the shareholders of each of its Funds at a meeting held on December 9, 1987. CUSTODIAN Investors Bank & Trust Company ("IBT"), 89 South Street, Boston, Massachusetts, acts as custodian for the Funds. IBT has the custody of all cash and securities of the Funds, maintains the Funds' general ledgers and computes the daily net asset value per share. In such capacity it attends to details in connection with the sale, exchange, substitution, transfer or other dealings with the Funds' investments, receives and disburses all funds and performs various other ministerial duties upon receipt of proper instructions from the Funds. IBT charges custody fees which are competitive within the industry. A portion of the custody fee for each fund served by IBT is based upon a schedule of percentages applied to the aggregate assets of those funds managed by Eaton Vance for which IBT serves as custodian, the fees so determined being then allocated among such funds relative to their size. These fees are then reduced by a credit for cash balances of the particular fund at IBT equal to 75% of the 91-day, U.S. Treasury Bill auction rate applied to the particular fund's average daily collected balances for the week. In addition, each fund pays a fee based on the number of portfolio transactions and a fee for bookkeeping and valuation services. INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Deloitte & Touche LLP, 125 Summer Street, Boston, Massachusetts are the Trust's independent certified public accountants, providing audit services, tax return preparation, and assistance and consultation with respect to the preparation of filings with the Securities and Exchange Commission. BROKERAGE ALLOCATION Wright places the portfolio security transactions for each Fund, which in some cases may be effected in block transactions which include other accounts managed by Wright. Wright provides similar services directly for bank trust departments. Wright seeks to execute portfolio security transactions on the most favorable terms and in the most effective manner possible. In seeking best execution, Wright will use its best judgment in evaluating the terms of a transaction, and will give consideration to various relevant factors, including without limitation the size and type of the transaction, the nature and character of the markets for the security, the confidentiality, speed and certainty of effective execution required for the transaction, the reputation, experience and financial condition of the broker-dealer and the value and quality of service rendered by the broker-dealer in other transactions, and the reasonableness of the brokerage commission or markup, if any. It is expected that on frequent occasions there will be many broker-dealer firms which will meet the foregoing criteria for a particular transaction. In selecting among such firms, the Funds may give consideration to those firms which supply brokerage and research services, quotations and statistical and other information to Wright for their use in servicing their accounts. The Funds may include firms which purchase investment services from Wright. The term "brokerage and research services" includes advice as to the value of securities, the advisability of investing in, purchasing or selling securities, and the availability of securities or purchasers or sellers of securities; furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts; and effecting securities transactions and performing functions incidental thereto (such as clearance and settlement). Such services and information may be useful and of value to Wright in servicing all or less than all of their accounts and the services and information furnished by a particular firm may not necessarily be used in connection with the account which paid brokerage commissions to such firm. The advisory fee paid by the Funds to Wright is not reduced as a consequence of Wright's receipt of such services and information. While such services and information are not expected to reduce Wright's normal research activities and expenses, Wright would, through use of such services and information, avoid the additional expenses which would be incurred if it should attempt to develop comparable services and information through its own staffs. Subject to the requirement that Wright shall use its best efforts to seek to execute each Fund's portfolio security transactions at advantageous prices and at reasonably competitive commission rates, Wright, as indicated above, is authorized to consider as a factor in the selection of any broker-dealer firm with whom a Fund's portfolio orders may be placed the fact that such firm has sold or is selling shares of the Funds or of other investment companies sponsored by Wright. This policy is consistent with a rule of the National Association of Securities Dealers, Inc., which rule provides that no firm which is a member of the Association shall favor or disfavor the distribution of shares of any particular investment company or group of investment companies on the basis of brokerage commissions received or expected by such firm from any source. Under the Investment Advisory Contract, Wright has the authority to pay commissions on portfolio transactions for brokerage and research services exceeding that which other brokers or dealers might charge provided certain conditions are met. This authority will not be exercised, however, until the Trust's Prospectus or this Statement of Additional Information has been supplemented or amended to disclose the conditions under which Wright proposes to do so. The Investment Advisory Contract expressly recognizes the practices which are provided for in Section 28(e) of the Securities Exchange Act of 1934 by authorizing the selection of a broker or dealer which charges a Fund a commission which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if it is determined in good faith that such commission was reasonable in relation to the value of the brokerage and research services which have been provided. During the year ended December 31, 1995, each Fund's purchases and sales of portfolio investments were with the issuers or with major dealers acting as principal. The cost of securities purchased from underwriters includes a disclosed, fixed underwriting commission or concession, and the prices for which securities are purchased from and sold to dealers usually include an undisclosed dealer mark-up or mark-down. The Funds paid no brokerage commissions during the years ended December 31, 1993, 1994 and 1995. FUND SHARES AND OTHER SECURITIES The shares of beneficial interest of the Trust, without par value, may be issued in two or more series, or Funds. The Trust currently has six Funds. Shares of each Fund may be issued in an unlimited number by the Trustees of the Trust. Each share of a Fund represents an equal proportionate beneficial interest in that Fund and, when issued and outstanding, the shares are fully paid and non-assessable by the Trust. Shareholders are entitled to one vote for each full share held. Fractional shares may be voted in proportion to the amount of a Fund's net asset value which they represent. Voting rights are not cumulative, which means that the holders of more than 50% of the shares voting for the election of Trustees can elect 100% of the Trustees and, in such event, the holders of the remaining less than 50% of the shares voting on the matter will not be able to elect any Trustees. Shares have no preemptive or conversion rights and are freely transferable. Upon liquidation of the Trust or a Fund, shareholders are entitled to share pro rata in the net assets of the Trust or Fund available for distribution to shareholders, and in any general assets of the Trust not previously allocated to a particular Fund by the Trustees. PURCHASE, EXCHANGE, REDEMPTION AND PRICING OF SHARES For information regarding the purchase of shares, see "How to Buy Shares" in the Funds' current Prospectus. For information about exchanges between Funds, see "How to Exchange Shares" in the Funds' current Prospectus. For a description of how the Funds value their shares, see "How the Funds Value their Shares" in the Funds' current Prospectus. The Funds value securities with a remaining maturity of 60 days or less by the amortized cost method. The amortized cost method involves initially valuing a security at its cost (or its fair market value on the sixty-first day prior to maturity) and thereafter assuming a constant amortization to maturity of any discount or premium, without regard to unrealized appreciation or depreciation in the market value of the security. For information about the redemption of shares, see "How to Redeem or Sell Shares" in the Funds' current Prospectus. PRINCIPAL UNDERWRITER The Trust has adopted a Distribution Plan as defined in Rule 12b-1 under the 1940 Act (the "Plan") on behalf of its Funds. The Trust's Plan specifically allows that expenses covered by the Plan may include direct and indirect expenses incurred by any separate distributor or distributors under agreement with the Trust in activities primarily intended to result in the sale of its shares. The expenses of such activities shall not exceed two-tenths of one percent (2/10 of 1%) per annum of each Fund's average daily net assets. Payments under the Plan are reflected as an expense in each Fund's financial statements. Such expenses do not include interest or other financing charges. The Trust has entered into a distribution contract on behalf of its Funds with its principal underwriter, Wright Investors' Service Distributors, Inc. ("WISDI"),a wholly-owned subsidiary of Winthrop, providing for WISDI to act as a separate distributor of each Fund's shares. It is intended that each Fund will pay 2/10 of 1% of its average daily net assets to WISDI for distribution activities on behalf of the Fund in connection with the sale of its shares. WISDI shall provide on a quarterly basis documentation concerning the expenses of such activities. Documented expenses of a Fund shall include compensation paid to and out-of-pocket disbursements of officers, employees or sales representatives of WISDI, including telephone costs, the printing of prospectuses and reports for other than existing shareholders, preparation and distribution of sales literature, and advertising of any type intended to enhance the sale of shares of the Fund. Subject to the 2/10 of 1% per annum limitation imposed by the Trust's Plan, a Fund may pay separately for expenses of activities primarily intended to result in the sale of the Fund's shares. It is contemplated that the payments for distribution described above will be made directly to WISDI. If the distribution payments to WISDI exceed its expenses, WISDI may realize a profit from these arrangements. Peter M. Donovan, President and a Trustee of the Trust and President and a Director of Wright and Winthrop, is Vice President, Treasurer and a Director of WISDI. A.M. Moody, III, Vice President and a Trustee of the Trust and Senior Vice President of Wright and Winthrop, is President and a Director of WISDI. It is the opinion of the Trustees and officers of the Trust that the following are not expenses primarily intended to result in the sale of shares issued by any Fund; fees and expenses of registering shares of the Fund under federal or state laws regulating the sale of securities; fees and expenses of registering the Trust as a broker-dealer or of registering an agent of the Trust under federal or state laws regulating the sale of securities; fees of registering, at the request of the Trust, agents or representatives of a principal underwriter or distributor of any Fund under federal or state laws regulating the sale of securities, provided that no sales commission or "load" is charged on sales of shares of the Fund; and fees and expenses of preparing and setting in type the Trust's registration statement under the Securities Act of 1933. Should such expenses be deemed by a court or agency having jurisdiction to be expenses primarily intended to result in the sale of shares issued by a Fund, they shall be considered to be expenses contemplated by and included in the applicable Plan but not subject to the 2/10 of 1% per annum limitation described above. Under the Trust's Plan, the President or Vice President of the Trust shall provide to the Trustees for their review, and the Trustees shall review at least quarterly, a written report of the amounts expended under the Plan and the purposes for which such expenditures were made. For the fiscal year ended December 31, 1995, it is estimated that WISDI spent approximately the following amounts on behalf of The Wright Managed Investment Funds, including the Funds in the Trust: Wright Investors Service Distributors, Inc. Financial Summaries for the Year 1995 Printing & Mailing Travel and Commissions and Administration FUNDS Promotional Prospectuses Entertainment Service Fees and Other TOTAL - --------------------------------------------------------------------------------------------------------------------------- Wright U.S. Treasury Fund $ -- $ -- $ -- -- $ -- $ -- Wright U.S. Treasury Near Term Fund 192,171 59,339 47,261 -- 50,736 347,507 Wright Total Return Bond Fund 140,735 41,991 34,611 -- 37,156 254,493 Wright Insured Tax Free Bond Fund -- -- -- -- -- -- Wright Current Income Fund 85,921 25,637 21,131 -- 22,684 155,373 - ---------------------------------------------------------------------------------------------------------------------------
The following table shows the distribution expenses allowable to WISDInd paid by each Fund for the year ended December 31, 1995. Distribution Expenses Distribution Distribution Paid As a % of Expenses Expenses Fund's Average Allowable Paid by Fund Net Asset Value - ----------------------------------------------------------------------------- WUSTB $ 32,770 $ 0(1) 0.00% WNTB $ 347,507 $ 347,507 0.20% WTRB $ 254,493 $ 254,493 0.20% WTFB $ 21,289 0(2) 0.00% WCIF $ 155,373 $155,373 0.20% - ------------------------------------------------------------------------------ (1) WISDI reduced its fee in the full amount of $32,770. (2) WISDI reduced its fee in the full amount of $21,289. Under its terms, the Trust's Plan remains in effect from year to year, provided such continuance is approved annually by a vote of its Trustees, including a majority of the Trustees who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of the Trust's Plan. The Plan may not be amended to increase materially the amount to be spent for the services described therein as to any Fund without approval of a majority of the outstanding voting securities of that Fund and all material amendments of the Plan must also be approved by the Trustees of the Trust in the manner described above. The Trust's Plan may be terminated at any time as to any Fund without payment of any penalty by vote of a majority of the Trustees of the Trust who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of the Plan or by a vote of a majority of the outstanding voting securities of that Fund. So long as the Trust's Plan is in effect, the selection and nomination of Trustees who are not interested persons of the Trust shall be committed to the discretion of the Trustees who are not such interested persons. The Trustees of the Trust have determined that in their judgment there is a reasonable likelihood that the Plan will benefit the Trust and its shareholders. The continuation of the Trust's Plan was most recently approved by the Trustees of the Trust on January 24, 1996 and by the shareholders of each Fund on December 9, 1987. CALCULATION OF PERFORMANCE AND YIELD QUOTATIONS The average annual total return of each Fund is determined for a particular period by calculating the actual dollar amount of investment return on a $1,000 investment in the Fund made at the maximum public offering price (i.e. net asset value) at the beginning of the period, and then calculating the annual compounded rate of return which would produce that amount. Total return for a period of one year is equal to the actual return of the Fund during that period. This calculation assumes that all dividends and distributions are reinvested at net asset value on the reinvestment dates during the period. Each Fund's yield is computed by dividing its net investment income per share earned during a recent 30-day period by the maximum offering price (i.e. net asset value) per share on the last day of the period and annualizing the resulting figure. Net investment income per share is equal to the Fund's dividends and interest earned during the period, with the resulting number being divided by the average daily number of shares outstanding and entitled to receive dividends during the period. For the 30-day period ended December 31, 1995, the yield of each Fund was as follows: 30-Day Period Ended December 31, 1995* - ----------------------------------------------------------- Wright U.S. Treasury Fund............... 6.06% Wright U.S. Treasury Near Term Fund..... 4.73% Wright Total Return Bond Fund........... 5.30% Wright Insured Tax Free Bond Fund....... 3.59% Wright Current Income Fund.............. 6.46% - ----------------------------------------------------------- * according to the following formula: Yield = 2 [ ( a-b + 1)6 - 1 ] --- cd Where: a = dividends and interest earned during the period. b = expenses accrued for the period (after reductions). c = the average daily number of accumulation units outstanding during the period. d = the maximum offering price per accumulation unit on the last day of the period. NOTE: "a" has been estimated for debt securities other than mortgage certificates by dividing the year-end market value times the yield to maturity by 360. "a" for mortgage securities, such as GNMA's, is the actual income earned. Neither discount nor premium have been amortized. "b" has been estimated by dividing the actual 1992 expense amounts by 360 or the number of days the Fund was in existence. A Fund's yield or total return may be compared to the Consumer Price Index and various domestic securities indices. A Fund's yield or total return and comparisons with these indices may be used in advertisements and in information furnished to present or prospective shareholders. From time to time, evaluations of a Fund's performance made by independent sources may be used in advertisements and in information furnished to present or prospective shareholders. According to the rankings prepared by Lipper Analytical Services, Inc., an independent service which monitors the performance of mutual funds. The Lipper performance analysis includes the reinvestment of dividends and capital gain distributions, but does not take sales charges into consideration and is prepared without regard to tax consequences. The table on the next page shows the average annual total return of each Fund for the one, three, five and ten-year periods ended December 31, 1995 and the period from inception to December 31, 1995. Period Ended 12/31/95 Inception One Three Five Ten To Inception Year Years Years Years 12/31/95 Date - ----------------------------------------------------------------------------------------------------------------------------- Wright U.S. Treasury Fund (1) 28.2% 10.7% 11.3% 10.2% 11.5% 7/25/83 Wright U.S. Treasury Near Term Fund (2) 11.9% 5.4% 7.1% 7.6% 8.6% 7/25/83 Wright Total Return Bond Fund (3) 22.0% 8.2% 9.4% 8.9% 10.5% 7/25/83 Wright Insured Tax Free Bond Fund (4) 11.6% 5.6% 7.0% 6.8% 7.2% 4/10/85 Wright Current Income Fund (5) 17.5% 6.6% 8.3% -- 8.9% 4/15/87 - ----------------------------------------------------------------------------------------------------------------------------- (1) If a portion of WUSTB's expenses had not been subsidized for the years ended December 31, 1995, 1993, 1992, 1987,1985 and 1984, the Fund would have had lower returns. (2) If a portion of WNTB's expenses had not been subsidized during the year ended December 31, 1987, the Fund would have had lower returns. (3) If a portion of WTRB's expenses had not been subsidized during the five years ended December 31,1989, the Fund would have had lower returns. (4) If a portion of WTFB's expenses had not been subsidized during the ten years ended December 31, 1995, the Fund would have had lower returns. (5) If a portion of WCIF's expenses had not been subsidized during the five years ended December 31,1991, the Fund would have had lower returns.
FINANCIAL STATEMENTS Registrant incorporates by reference the audited financial information for the Fund contained in the Fund's shareholder report for the fiscal year ended December 31, 1995 as previously filed electronically with the Securities and Exchange Commission (Accession Number 0000715165-96-000004). APPENDIX - -------- DESCRIPTION OF INVESTMENTS U.S. GOVERNMENT, AGENCY AND INSTRUMENTALITY OBLIGATIONS -- U.S. Government obligations are issued by the Treasury and include bills, certificates of indebtedness, notes, and bonds. Agencies and instrumentalities of the U.S. Government are established under the authority of an act of Congress and include, but are not limited to, the Government National Mortgage Association, the Tennessee Valley Authority, the Bank for Cooperatives, the Farmers Home Administration, Federal Home Loan Banks, Federal Intermediate Credit Banks, Federal Land Banks, and the Federal National Mortgage Association. REPURCHASE AGREEMENTS -- involve purchase of debt securities of the U.S. Treasury or a Federal agency, Federal instrumentality or Federally created corporation. At the same time a Fund purchases the security, it resells it to the vendor (a member bank of the Federal Reserve System or recognized securities dealer), and is obligated to redeliver the security to the vendor on an agreed-upon date in the future. The resale price is in excess of the purchase price and reflects an agreed-upon market rate unrelated to the coupon rate on the purchased security. Such transactions afford an opportunity for a Fund to earn a return on cash which is only temporarily available. A Fund's risk is the ability of the vendor to pay an agreed-upon sum upon the delivery date, and the Trust believes the risk is limited to the difference between the market value of the security and the repurchase price provided for in the repurchase agreement. However, bankruptcy or insolvency proceedings affecting the vendor of the security which is subject to the repurchase agreement, prior to the repurchase, may result in a delay in a Fund being able to resell the security. In all cases when entering into repurchase agreements with other than FDIC-insured depository institutions, the Funds will take physical possession of the underlying collateral security, or will receive written confirmation of the purchase of the collateral security and a custodial or safekeeping receipt from a third party under a written bailment for hire contract, or will be the recorded owner of the collateral security through the Federal Reserve Book-Entry System. CERTIFICATES OF DEPOSIT -- are certificates issued against funds deposited in a bank, are for a definite period of time, earn a specified rate of return, and are normally negotiable. BANKERS' ACCEPTANCES -- are short-term credit instruments used to finance the import, export, transfer or storage of goods. They are termed "accepted" when a bank guarantees their payment at maturity. COMMERCIAL PAPER -- refers to promissory notes issued by corporations in order to finance their short-term credit needs. FINANCE COMPANY PAPER -- refers to promissory notes issued by finance companies in order to finance their short- erm credit needs. CORPORATE OBLIGATIONS -- include bonds and notes issued by corporations in order to finance longer-term credit needs. MUNICIPAL SECURITIES -- Municipal securities are issued by or on behalf of states, territories and possessions of the United States and their political subdivisions, agencies and instrumentalities, and the District of Columbia, to obtain funds for various public purposes. The interest on these obligations is exempt from regular Federal income tax in the hands of most investors. The two principal classifications of municipal securities are "notes" and "bonds". Municipal notes are generally used to provide for short-term capital needs and generally have maturities of one year or less. Municipal notes include: Tax Anticipation Notes Revenue Anticipation Notes Bond Anticipation Notes Construction Loan Notes TAX ANTICIPATION NOTES (TANS) are sold to finance working capital needs of municipalities. They are generally repayable from specific tax revenues expected to be received at a future date. TANs are usually general obligations of the issuer. A weakness in an issuer's capacity to raise taxes due to, among other things, a decline in its tax base or a rise in delinquencies, could adversely affect the issuer's ability to meet its obligations on outstanding TANs. REVENUE ANTICIPATION NOTES (RANS) are issued in expectation of receipt of future revenues from a designated source, such as Federal revenues available under the Federal Revenue Sharing Program that will be used to repay the notes. Like TANs, they also constitute general obligations of the issuer. A decline in the receipt of projected revenues could adversely affect an issuer's ability to meet its obligations on outstanding RANs. In addition, the possibility that the revenues would, when received, be used to meet other obligations could affect the ability of the issuer to pay the principal and interest on RANs. BOND ANTICIPATION NOTES (BANS) are usually general obligations of state and local government issuers which are sold to provide interim financing for projects that will eventually be funded through the sale of long-term debt obligations or bonds. The ability of an issuer to meet its obligations on its BANs is dependent on the issuer's access to the long-term municipal bond market and the likelihood that the proceeds of such bond sales will be used to pay the principal and interest of the BANs. CONSTRUCTION LOAN NOTES (CLNS) are sold to provide construction financing. After the projects are successfully completed and accepted, many projects receive permanent financing through the Federal Housing Administration under FNMA or GNMA. TAX-EXEMPT COMMERCIAL PAPER (MUNICIPAL PAPER) represents very short-term unsecured (except possibly by a bank line of credit), negotiable, promissory notes, issued by states, municipalities, and their agencies. Maturities of municipal paper generally will be shorter than the maturities of BANs, RANs, or TANs. While the above represents the major portion of the short-term tax-exempt note market, there are a number of other types of notes issued for different purposes and secured differently than those described above. WTFB may invest in such other types of notes to the extent permitted under the investment objective and policies and investment restrictions for WTFB. Longer term capital needs are usually met by issuing municipal bonds. The two principal classifications of these are "general obligation" and "revenue" bonds. Issuers of general obligation bonds include states, counties, cities, towns and regional districts. The proceeds of these obligations are used to fund a wide range of public projects including the construction or improvement of schools, highways and roads, water and sewer systems and a variety of other public purposes. The basic security of general obligation bonds is the issuer's pledge of its faith, credit, and taxing power for the payment of principal and interest. The taxes that can be levied for the payment of debt service may be limited or unlimited as to rate or amount or special assessments. The principal security for a revenue bond is generally the net revenues derived from a particular facility or group of facilities or, in some cases, from the proceeds of a special excise or other specific revenue source. Revenue bonds have been issued to fund a wide variety of capital projects including: electric, gas, water, sewer and solid waste disposal systems; highways, bridges and tunnels; port, airport and parking facilities; transportation systems; housing facilities; colleges and universities and hospitals. Although the principal security behind these bonds varies widely, many provide additional security in the form of a debt service reserve fund whose monies may be used to make principal and interest payments on the issuer's obligations. Housing finance authorities have a wide range of security including partially or fully insured, rent subsidized and/or collateralized mortgages, and/or the net revenues from housing or other public projects. In addition to a debt service reserve fund, some authorities provide further security in the form of a state's ability (without legal obligation) to make up deficiencies in the debt service reserve fund. Lease rental revenue bonds issued by a state or local authority for capital projects are normally secured by annual lease rental payments from the state or locality to the authority sufficient to cover debt service on the authority's obligations. Industrial development and pollution control bonds, although nominally issued by municipal authorities, are in most cases revenue bonds and are generally not secured by the taxing power of the municipality but are usually secured by the revenues of the authority derived from payments by the industrial user or users. For this reason, the Trust would not consider such an issue as suitable for investment for WTFB unless the industrial user or users meet the credit and quality standards of Wright, the investment adviser (See Wright Investors' Service Quality Ratings below). There is, in addition, a variety of hybrid and special types of municipal obligations from those described above. Some municipal bonds are additionally secured by insurance, bank credit agreements, or escrow accounts. The Trust expects that it will not invest more than 25% of the total assets of WTFB in municipal obligations whose issuers are located in the same state or more than 25% of the total assets in municipal bonds the security of which is derived from any one of the following categories: hospitals and health facilities; turnpikes and toll roads; ports and airports; or colleges and universities. The Trust may, however, invest more than 25% of the total assets of WTFB in municipal bonds of one or more issuers of bonds and notes of the following types: public housing authorities; state and local housing finance authorities; municipal utilities systems, provided that they are secured or backed by the U.S. Treasury or other U.S. Government agencies and by any agency, insurance company, bank or other financial organization acceptable to the Trust's Trustees. There could be economic, business or political developments, which might affect all municipal bonds of a similar type. However, the Trust believes that the most important consideration affecting risk is the quality of municipal bonds and/or the credit worthiness any guarantor thereof. Obligations of issuers of municipal securities, including municipal securities issued by them, are subject to the provisions of bankruptcy, insolvency, and other laws affecting the rights and remedies of creditors, such as the Federal Bankruptcy Reform Act of 1978, and laws, if any, which may be enacted by Congress or state legislatures or by referenda extending the time for payment of principal or interest, or both, or imposing other constraints upon enforcement of such obligations or upon municipalities to levy taxes. There is also the possibility that, as a result of litigation or other conditions, the power or ability of any one or more issuers to pay, when due, principal of and interest on its or their municipal securities may be materially affected. "WHEN ISSUED" SECURITIES -- U.S. Government obligations and Municipal Securities are frequently offered on a "when-issued" basis. When so offered, the price, which is generally expressed in terms of yield to maturity, is fixed at the time the commitment to purchase is made, but delivery and payment for the when-issued securities may take place at a later date. Normally, the settlement date occurs 15 to 90 days after the date of the transaction. The payment obligation and the interest rate that will be received on the securities are fixed at the time a Fund enters into the purchase commitment. During the period between purchase and settlement, no payment is made by the Fund to the issuer and no interest accrues to the Fund. To the extent that assets of a Fund are held in cash pending the settlement of a purchase of securities, the Fund would earn no income; however, it is the intention that the Funds will be fully invested to the extent practicable and subject to the policies stated above. While when-issued securities may be sold prior to the settlement date, it is intended that such securities will be purchased for a Fund with the purpose of actually acquiring them unless a sale appears to be desirable for investment reasons. At the time a commitment to purchase securities on a when-issued basis is made for a Fund, the transaction will be recorded and the value of the security reflected in determining the Fund's net asset value. The Trust will establish a segregated account in which a Fund that purchases securities on a when-issued basis will maintain cash and high-grade liquid debt securities equal in value to commitments for when-issued securities. If the value of the securities placed in the separate account declines, additional cash or securities will be placed in the account on a daily basis so that the value of the account will at least equal the amount of a Fund's when-issued commitments. Such segregated securities either will mature or, if necessary, be sold on or before the settlement date. Securities purchased on a when-issued basis and the securities held by a Fund are subject to changes in value based upon the public's perception of the credit worthiness of the issuer and changes in the level of interest rates (which will generally result in both changing in value in the same way, i.e., both experiencing appreciation when interest rates decline and depreciation when interest rates rise). Therefore, to the extent that a Fund remains substantially fully invested at the same time that it has purchased securities on a when-issued basis, there will be greater fluctuations in the market value of the Fund's net assets than if cash were solely set aside to pay for when-issued securities. WRIGHT QUALITY RATINGS Wright Quality Ratings provide the means by which the fundamental criteria for the measurement of quality of an issuer's securities can be objectively evaluated. Each rating is based on 32 individual measures of quality grouped into four components: (1) Investment Acceptance, (2) Financial Strength, (3) Profitability and Stability, and (4) Growth. The total rating is three letters and a numeral. The three letters measure (1) Investment Acceptance, (2) Financial Strength, and (3) Profitability and Stability. Each letter reflects a composite measurement of eight individual standards which are summarized as A: Outstanding, B: Excellent, C: Good, D: Fair, L: Limited, and N: Not Rated. The numeral rating reflects Growth and is a composite of eight individual standards ranging from 0 to 20. These ratings are determined by specific quantitative formulae. A distinguishing characteristic of these ratings is that The Wright Investment Committee must review and accept each rating. The Committee may reduce a computed rating of any company, but may not increase it. DEBT SECURITIES Wright ratings for commercial paper, corporate bonds and bank certificates of deposit consist of the two central positions of the four position alphanumeric corporate equity rating. The two central positions represent those factors which are most applicable to fixed income and reserve investments. The first, Financial Strength, represents the amount, the adequacy and the liquidity of the corporation's resources in relation to current and potential requirements. Its principal components are aggregate equity and total capital, the ratios of (a) invested equity capital, and (b) long-term debt, total of corporate capital, the adequacy of net working capital, fixed charges coverage ratio and other appropriate criteria. The second letter represents Profitability and Stability and measures the record of a corporation's management in terms of: (a) the rate and consistency of the net return on shareholders' equity capital investment at corporate book value, and (b) the profits and losses of the corporation during generally adverse economic periods, and its ability to withstand adverse financial developments. The first letter rating of the Wright four-part alpha-numeric corporate rating is not included in the ratings of fixed-income securities since it primarily reflects the adequacy of the floating supply of the company's common shares for the investment of substantial funds. The numeric growth rating is not included because this element is identified only with equity investments. A-1 AND P-1 COMMERCIAL PAPER RATINGS BY STANDARD & POOR'S AND MOODY'S A Standard & Poor's Commercial Paper Rating is a current assessment of the likelihood of timely payment of debt having an original maturity of no more than 365 days. `A': Issues assigned this highest rating are regarded as having the greatest capacity for timely payment. Issues in this category are delineated with the numbers 1, 2, and 3 to indicate the relative degree of safety. The `A-1' designation indicates that the degree of safety regarding timely payment is either overwhelming or very strong. Those issues determined to possess overwhelming safety characteristics will be denoted with a plus (+) sign designation. The commercial paper rating is not a recommendation to purchase or sell a security. The ratings are based on current information furnished to Standard & Poor's by the issuer or obtained from other sources it considers reliable. The ratings may be changed, suspended or withdrawn as a result of changes in or unavailability of such information. Issuers (or related supporting institutions) rated P-1 by Moody's have a superior capacity for repayment of short-term promissory obligations. P-1 repayment capacity will normally be evidenced by the following characteristics: -- Leading market positions in well-established industries. -- High rates of return on funds employed. -- Conservative capitalization structures with moderate reliance on debt and ample asset protection. -- Broad margins in earnings coverage of fixed financial charges and high internal cash generation. -- Well-established access to a range of financial markets and assured sources of alternate liquidity. BOND RATINGS In addition to Wright quality ratings, bonds or bond insurers may be expected to have credit risk ratings assigned by the two major rating companies, Moody's and Standard & Poor's. Moody's uses a nine-symbol system with Aaa being the highest rating and C the lowest. Standard & Poor's uses a 10-symbol system that ranges from AAA to D. Bonds within the top four categories of Moody's (Aaa, Aa, A, and Baa) and of Standard & Poor's (AAA, AA, A, and BBB) are considered to be of investment-grade quality. Only the top three grades are acceptable for the taxable Income Funds and only the top two grades are acceptable for the tax-free Income Funds. Note that both Standard & Poor's and Moody's currently give their highest rating to issuers insured by the American Municipal Bond Assurance Corporation (AMBAC) or by the Municipal Bond Investors Assurance Corporation (MBIA). Bonds rated A by Standard & Poor's have a strong capacity to pay principal and interest, although they are somewhat more susceptible to the adverse effects of change in circumstances and economic conditions than debt in higher-rated categories. The rating of AA is accorded to issues where the capacity to pay principal and interest is very strong and they differ from AAA issues only in small degree. The AAA rating indicates an extremely strong capacity to pay principal and interest. Bonds rated A by Moody's are judged by Moody's to possess many favorable investment attributes and are considered as upper medium grade obligations. Bonds rated Aa by Moody's are judged by Moody's to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high-grade bonds. They are rated lower than Aaa bonds because margins of protection may not be as large or fluctuations of protective elements may be of greater degree or there may be other elements present which make the long-term risks appear somewhat larger. Bonds rated Aaa by Moody's are judged to be of the best quality. Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issuers. NOTE RATINGS In addition to Wright quality ratings, municipal notes and other short-term loans may be assigned ratings by Moody's or Standard & Poor's. Moody's ratings for municipal notes and other short-term loans are designated Moody's Investment Grade (MIG). This distinction is in recognition of the differences between short-term and long-term credit risk. Loans bearing the designation MIG 1 are of the best quality, enjoying strong protection by establishing cash flows of funds for their servicing or by established and broad-based access to the market for refinancing, or both. Loans bearing the designation MIG 2 are of high quality, with margins of protection ample although not so large as in the preceding group. Standard & Poor's top ratings for municipal notes issued after July 29, 1984 are SP-1 and SP-2. The designation SP-1 indicates a very strong capacity to pay principal and interest. A "+" is added for those issues determined to possess overwhelming safety characteristics. An "SP-2" designation indicates a satisfactory capacity to pay principal and interest. PART C OTHER INFORMATION ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS (A) FINANCIAL STATEMENTS -- Included in Part A: Financial Highlights for Wright U.S. Treasury Money Market Fund for each of the four years ended December 31, 1995 and for the period from the start of business, June 28, 1991 to December 31, 1991. Financial Highlights for Wright U.S. Treasury Fund, Wright U.S. Treasury Near Term Fund, Wright Total Return Bond Fund and Wright Insured Tax-Free Bond Fund for each of the ten years ended December 31, 1995. Financial Highlights for Wright Current Income Fund for each of the eight years ended December 31, 1995 and for the period from the commencement of operations, April 15, 1987 to December 31, 1987. Included in Part B: INCORPORATED BY REFERENCE TO THE ANNUAL REPORTS FOR THE FUNDS, EACH DATED DECEMBER 31, 1995, FILED ELECTRONICALLY PURSUANT TO SECTION 30(B)(2) OF THE INVESTMENT COMPANY ACT OF 1940 (ACCESSION NOS.0000715165-96-000003 AND 0000715165-96-000004). For Wright U.S.Treasury Money Market Fund, Wright U.S.Treasury Fund, Wright U.S. Treasury Near Term Fund, Wright Total Return Bond Fund, Wright Insured Tax-Free Bond Fund and Wright Current Income Fund: Portfolio of Investments, December 31, 1995 Statement of Assets and Liabilities, December 31, 1995 Statement of Operations for the year ended December 31, 1995 Statement of Changes in Net Assets for each of the two years in the period ended December 31, 1995 Notes to Financial Statements Independent Auditors'Report (B) EXHIBITS: (1) (a) Declaration of Trust dated February 17, 1983 as amended and restated December 19, 1984 filed herewith as Exhibit (1)(a). (b) Amendment and Restatement of Establishment and Designation of Series of Shares of Beneficial Interest Without Par Value, dated September 22, 1995 filed herewith as Exhibit (1)(b). (2) By-Laws as amended August 2, 1984 filed herewith as Exhibit (2). (3) Not Applicable (4) Not Applicable (5) (a) (1) Investment Advisory Contract dated December 21, 1987 with The Winthrop Corporation, d/b/a Wright Investors' Service filed herewith as Exhibit (5)(a)(1). (a) (2) Investment Advisory Contract on behalf of Wright U.S. Treasury Money Market Fund dated April 1, 1991 with The Winthrop Corporation, d/b/a Wright Investors' Service filed herewith as Exhibit (5)(a)(2). (b) (1) Administration Agreement with Eaton Vance Management dated December 21, 1987, re-executed as of November 1, 1990 filed herewith as Exhibit (5)(b)(1). (b) (2) Administration Agreement for Wright U.S. Treasury Money Market Fund with Eaton Vance Management dated April 1, 1991 filed herewith as Exhibit (5)(b)(2). (6) Distribution Contract with MFBT Corporation dated December 19, 1984 filed herewith as Exhibit (6). (7) Not Applicable (8) (a) Custodian Agreement with Investors Bank & Trust Company dated December 19, 1990 filed herewith as Exhibit (8)(a). (b) Amendment dated September 20, 1995 to Master Custodian Agreement filed herewith as Exhibit (8)(b) . (9) (a) Transfer Agency Agreement dated June 7, 1989 filed herewith as Exhibit (9). (b) Service Agreement dated February 1, 1996 between Wright Investors' Service, Inc. and The Winthrop Corporation filed herewith as Exhibit (9)(b). (10) Opinion of Counsel dated February 26, 1996 filed herewith as Exhibit (10). (11) Auditors' Consent filed herewith as Exhibit (11). (12) Not Applicable (13) Not Applicable (14) Not Applicable (15) (a) Amended Distribution Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 dated December 19, 1984 filed herewith as Exhibit (15)(a). (b) Agreement Relating to Implementation of the Distribution Plan dated December 19, 1984 filed herewith as Exhibit (15)(b). (16) Schedule for Computation of Performance Quotations filed herewith as Exhibit (16). (17) Power of Attorney dated April 1, 1993 filed herewith as Exhibit (17). ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT Not Applicable ITEM 26. NUMBER OF HOLDERS OF SECURITIES Title of Class Number of Record Holders as of January 31, 1996 - ------------------------------------------------------------------------------- Shares of Benefici Wright U.S. Treasury Fund............... 115 Wright U.S. Treasury Near Term Fund..... 506 Wright Total Return Bond Fund........... 686 Wright Insured Tax Free Bond Fund....... 44 Wright Current Income Fund.............. 227 Wright U.S. Treasury Money Market Fund.. 545 - ------------------------------------------------------------------------------- ITEM 27. INDEMNIFICATION The Registrant's By-Laws filed as Exhibit (2) herewith contain provisions limiting the liability, and providing for indemnification, of the Trustees and officers under certain circumstances. Registrant's Trustees and officers are insured under a standard investment company errors and omissions insurance policy covering loss incurred by reason of negligent errors and omissions committed in their capacities as such. ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER Reference is made to the information set forth under the captions "Officers and Trustees" and "Investment Advisory and Administrative Services" in the Statement of Additional Information, which information is incorporated herein by reference. ITEM 29. PRINCIPAL UNDERWRITER (a) Wright Investors' Service Distributors, Inc. (a wholly-owned subsidiary of The Winthrop Corporation)acts as principal underwriter for each of the investment companies named below. The Wright Managed Equity Trust The Wright Managed Income Trust The Wright Managed Blue Chip Series Trust The Wright EquiFund Equity Trust (b) (1) (2) (3) Name and Principal Positions and Officers Positions and Offices Business Address with Principal Underwriter with Registrant - ---------------------------------------------------------------------------------------------------------------------------- A. M. Moody III* President Vice President and Trustee Peter M. Donovan* Vice President and Treasurer President and Trustee Vincent M. Simko* Vice President and Secretary None - ----------------------------------------------------------------------------------------------------------------------------- * Address is 1000 Lafayette Boulevard, Bridgeport, Connecticut 06604
(c) Not Applicable. ITEM 30. LOCATION OF ACCOUNTS AND RECORDS All applicable accounts, books and documents required to be maintained by the Registrant by Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder are in the possession and custody of the registrant's custodian, Investors Bank & Trust Company, 89 South Street, Boston, MA 02111, and its transfer agent, First Data Investor Services Group, One Exchange Place, Boston, MA 02104, with the exception of certain corporate documents and portfolio trading documents which are either in the possession and custody of the Registrant's administrator, Eaton Vance Management, 24 Federal Street, Boston, MA 02110 or of the investment adviser, Wright Investors' Service, Inc., 1000 Lafayette Boulevard, Bridgeport, CT 06604. Registrant is informed that all applicable accounts, books and documents required to be maintained by registered investment advisers are in the custody and possession of Registrant's administrator, Eaton Vance Management, or of the investment adviser, Wright Investors' Service, Inc. ITEM 31. MANAGEMENT SERVICES Not Applicable ITEM 32. UNDERTAKINGS The Registrant undertakes to furnish to each person to whom a prospectus is delivered a copy of the latest annual report to shareholders, upon request and without charge. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, and the Commonwealth of Massachusetts on the 26th day of February, 1996. THE WRIGHT MANAGED INCOME TRUST By: Peter M. Donovan* ---------------------------------- Peter M. Donovan, President Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE - ------------------------------------------------------------------------------------------------------------------------- Peter M. Donovan* President, Principal February 26, 1996 - ------------------ Peter M. Donovan Executive Officer & Trustee James L. O'Connor* Treasurer, Principal February 26, 1996 - ------------------ James L. O'Connor Financial and Accounting Officer /s/ H. Day Brigham, Jr. Trustee February 26, 1996 - ----------------------- H. Day Brigham, Jr. Winthrop S. Emmet* Trustee February 26, 1996 - ------------------- Winthrop S. Emmet Leland Miles* Trustee February 26, 1996 - --------------- Leland Miles A. M. Moody III* Trustee February 26, 1996 - ---------------- A. M. Moody III Lloyd F. Pierce* Trustee February 26, 1996 - ---------------- Lloyd F. Pierce George R. Prefer* Trustee February 26, 1996 - ----------------- George R. Prefer Raymond Van Houtte* Trustee February 26, 1996 - -------------------- Raymond Van Houtte *By: /s/ H. Day Brigham, Jr. - ----------------------------- H. Day Brigham, Jr. Attorney-in-Fact
EXHIBIT INDEX The following Exhibits are filed as part of this Amendment to the Registration Statement pursuant to General Instructions E of Form N-1A. Page in Sequential Numbering Exhibit No. Description System - ------------------------------------------------------------------------------- (1)(a) Declaration of Trust dated February 17, 1983 as amended and restated December 19, 1984. (1)(b) Amendment and Restatement of Establishment and Designation of Series of Shares of Beneficial Interest Without Par Value dated September 22, 1995. (2) By-Laws as amended August 2, 1984. (5)(a)(1) Investment Advisory Contract dated December 21, 1987 with The Winthrop Corporation, d/b/a Wright Investors' Service. (5)(a)(2) Investment Advisory Contract on behalf of Wright U.S. Treasury Money Market Fund dated April 1, 1991 with The Winthrop Corporation, d/b/a Wright Investors' Service. (5)(b)(1) Administration Agreement with Eaton Vance Management dated December 21, 1987, re-executed as of November 1, 1990. (5)(b)(2) Administration Agreement for Wright U.S. Treasury Money Market Fund with Eaton Vance Management dated April 1, 1991. (6) Distribution Contract with MFBT Corporation dated December 19, 1984. (8)(a) Custodian Agreement with Investors' Bank & Trust Company dated December 19, 1990. (8)(b) Amendment dated September 20, 1995 to Master Custodian Agreement. (9)(a) Transfer Agency Agreement dated June 7, 1989. (9)(b) Service Agreement dated February 1, 1996 between Wright Investors' Service, Inc. and The Winthrop Corporation. (10) Opinion of Counsel dated February 26,1996. (11) Auditors' Consent. (15)(a) Amended Distribution Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 dated December 19, 1984. (15)(b) Agreement Relating to Implementation of the Distribution Plan dated December 19, 1984. (16) Schedule for Computation of Performance Quotations (17) Power of Attorney dated April 1, 1993 EX-99.1(A) 2 DECLARATION OF TRUST THE BOND FUND FOR BANK TRUST DEPARTMENTS (BFBT FUND) DECLARATION OF TRUST Dated February 17, 1983 (As amended and restated December 19, 1984) AMENDED AND RESTATED DECLARATION OF TRUST, made December , 1984 by Robert H. Avery, H. Day Brigham, Jr., Peter M. Donovan, Winthrop S. Emmet, Lloyd F. Pierce, George R. Prefer, Benjamin A. Rowland, Jr., Raymond Van Houtte and John Winthrop Wright, hereinafter referred to collectively as the "Trustees" and individually as a "Trustee", which terms shall include any successor Trustees or Trustee. WHEREAS, on February 17, 1983, the then Trustees established a trust fund under a Declaration of Trust for the investment and reinvestment of funds contributed thereto; and WHEREAS, the Trustees desire to amend and restate such Declaration of Trust; NOW, THEREFORE, the Trustees declare that all money and property contributed to the trust fund hereunder shall be held and managed under this Amended and Restated Declaration of Trust IN TRUST as herein set forth below. ARTICLE I NAME This Trust shall be known as The Bond Fund for Bank Trust Departments (BFBT Fund). ARTICLE II PURPOSE OF TRUST The purpose of this Trust is to provide investors with a continuous source of managed investment primarily in securities. ARTICLE III MANAGEMENT OF THE TRUST The business and affairs of the Trust shall be managed by the Trustees and they shall have all powers necessary and appropriate to perform that function. The number, term of office, manner of election, resignation, filling of vacancies and procedures with respect to meetings of Trustees shall be as prescribed in the By-Laws of the Trust. ARTICLE IV OWNERSHIP OF ASSETS OF THE TRUST The legal title to all cash, securities and property held by the Trust and any series of the Trust shall at all times be vested in the Trustees. Shareholders (hereinafter referred to as "Shareholders", or individually as a "Shareholder") of the Trust shall not have title to any such assets held by the Trust, but each Shareholder shall be deemed to own a proportionate undivided beneficial interest in a series of the Trust if more than one series of shares is established by the Trustees as provided in Section 1A of Article VI, equal to the number of shares of such series, of which such Shareholder is the record owner divided by the total number of shares of such series outstanding. ARTICLE V POWERS OF THE TRUSTEES The Trustees in all instances shall act as principals. The Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that they may consider necessary or appropriate in connection with the management of the Trust. The Trustees shall not be bound or limited by present or future laws or customs in regard to trust investments, but shall have full authority and power to make any and all investments which they, in their uncontrolled discretion, shall deem proper to accomplish the purpose of this Trust. Subject to any applicable limitation in this Declaration of Trust or the By-Laws of the Trust, the Trustees shall have power and authority: (a) To buy, and invest funds of the Trust in, own, hold for investment or otherwise, and to sell or otherwise dispose of, securities including, but not limited to, common stock, preferred stock, bonds, debentures, warrants and rights to purchase securities, certificates of beneficial interest, notes or other evidences of indebtedness, or other negotiable securities, however named or described, issued by corporations, trusts or associations, domestic or foreign, or issued and guaranteed by the United States of America or any agency or instrumentality thereof, by the government of any foreign country, by any State of the United States, or by any political sub-division or agency of any State or foreign country, in deposits in any bank or trust company in good standing organized under the laws of the United States or any State thereof, or in "when-issued" contracts for any such securities, or retain such proceeds in cash, and from time to time change the investments of funds of the Trust. (b) To adopt By-Laws not inconsistent with this Declaration of Trust providing for the conduct of the business of the Trust, which By-Laws shall bind the Shareholders, and to amend and repeal such By-Laws to the extent that such authority is not otherwise reserved to the Shareholders. (c) To elect and remove such officers of the Trust and to appoint and terminate such agents of the Trust as they consider appropriate. (d) To employ a bank or trust company as custodian of any assets of the Trust subject to any conditions set forth in this Declaration of Trust or in the By-Laws. (e) To retain a transfer agent and shareholder servicing agent, or both, which may be the same entity, for the Trust. (f) From time to time to sell Shares of the Trust either for cash or property whenever and in such amounts as the Trustees may deem desirable but subject to the limitations as set forth herein and to provide for the distribution of shares of the Trust either through a principal underwriter in the manner hereinafter provided for or by the Trust itself, or both. (g) To set record dates in the manner hereinafter provided for. (h) To delegate such authority as they consider desirable to any officers of the Trust and to any agent, custodian or underwriter. (i) To sell or give assent, or exercise any rights of ownership, with respect to stock or other securities or property held by the Trust, and to execute and deliver powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to stock or other securities or property as the Trustees shall deem proper. (j) To exercise all of the rights of the Trust as owner of any securities which might be exercised by any individual owning such securities in his own right, including without limitation the right to vote by proxy for any and all purposes (including the right to authorize any officer or agent of the Trust to execute proxies), to consent to the reorganization, merger or consolidation of any company, or to consent to the sale or lease of all or substantially all of the property and assets of any company to any other company; to exchange any of the securities of any company for the securities, including shares of stock, issued therefor upon any such reorganization, merger, consolidation, sale or lease; to exercise any conversion or subscription privileges, rights, options and warrants incident to the ownership of any security owned by it or acquired therewith; to hold any securities acquired in the name of the custodian of the assets of the Trust, or in the name of its nominee or a nominee of the Trust, or in any manner permitted herein or in the By-Laws; to lend portfolio securities to others; and to execute any and all instruments and do any and all things incidental to the Trust not inconsistent with the provisions hereof, the execution or performance of which the Trustees may deem expedient. (k) To hold any security or property in a form not indicating any trust, whether in bearer, unregistered or other negotiable form; or either in its own name or in the name of a custodian or a nominee or nominees of the Trust or of a custodian, subject in either case to proper safeguards according to the usual practice of Massachusetts trust companies or investment companies. (l) To compromise, arbitrate, or otherwise adjust claims of the Trust in favor or against the Trust or any matter in controversy including, but not limited to, claims for taxes. (m) To make distributions of income and of capital gains to Shareholders in the manner hereinafter provided for, the amount of such distributions and their payment to be solely at the discretion of the Trustees, subject to the limitations otherwise contained in this Declaration of Trust. (n) To pay any and all taxes or liens of whatever nature or kind imposed upon or against the Trust or any part thereof, or imposed upon any of the Trustees herein, individually or jointly, by reason of the Trust, or of the business conducted by said Trustees under the terms of this Declaration of Trust, out of the funds of the Trust available for such purpose. (o) To engage in and to prosecute, compound, compromise, abandon, or adjust, by arbitration, or otherwise, any actions, suits, proceedings, disputes, claims, demands, and things relating to the Trust, and out of the assets of the Trust to pay, or to satisfy, any debts, claims or expenses incurred in connection therewith, including those of litigation, upon any evidence that the Trustees may deem sufficient. The powers aforesaid are to include any actions, suits, proceedings, disputes, claims, demands and things relating to the Trust wherein any of the Trustees may be named individually, but the subject matter of which arises by reason of business for and on behalf of the Trust. (p) To buy or join with any person or persons in buying the property of any corporation, association, or other organization any of the securities of which are included in the Trust, or any property in which the Trustees, as such, shall have or may hereafter acquire an interest, and to allow the title to any property so bought to be taken in the name or names of, and to be held by, such person, or persons as the Trustees shall name or approve. (q) From time to time in their discretion to enter into, modify and terminate agreements with Federal or state regulatory authorities, which agreements may restrict but not amplify their powers under this Declaration of Trust. Such agreements shall be signed by all the Trustees for the time being and shall, during their effectiveness, be binding upon the Trustees as fully as though incorporated in this Declaration of Trust. (r) To borrow money and in this connection issue notes or other evidence of indebtedness; to secure borrowings by mortgaging, pledging or otherwise subjecting as security the Trust property; to endorse, guarantee, or undertake the performance of any obligation or engagement of any other person and to lend Trust property. The foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the general powers of the Trustees. No one dealing with the Trustees shall be under any obligation to make any inquiry concerning the authority of the Trustees, or to see to the application of any payments made or property transferred to the Trustees or upon their order. The Trustees may authorize one of their number to sign, execute, acknowledge, and deliver any note, deed, certificate or other instrument in the name of, and in behalf of, the Trust, and upon such authorization such signature, acknowledgment or delivery shall have full force and effect as the act of all of the Trustees. ARTICLE VI BENEFICIAL INTEREST Section 1. Shares of Beneficial Interest The beneficial interest in the Trust shall at all times be divided into an unlimited number of transferable shares (hereinafter referred to as the "Shares" and individually as a "Share"), without par value. The Trustees may, in their discretion and as provided by Section 1A of this Article VI, authorize the division of Shares into two or more series, and the Trustees may vary the relative rights and preferences between different series. Each Share of a series represents an equal proportionate interest in the Trust with each other Share outstanding. The Trustees may from time to time divide or combine the Shares into a greater or lesser number without thereby changing the proportionate beneficial interests in the Trust. Contributions to the Trust may be accepted for, and Shares shall be redeemed as, whole Shares and/or fractional Shares as the Trustees may in their discretion determine. The Trustees may issue certificates of beneficial interest to evidence ownership of such Shares. Section 1A. Series Designation The Trustees, in their discretion, may authorize the division of Shares into two or more series, and the different series shall be established and designated, and the variations in the relative rights and preferences as between the different series shall be fixed and determined by the Trustees; provided, that all Shares shall be identical except that there may be variations so fixed and determined between different series as to investment objective, investment policies, purchase price, right of redemption, special and relative rights as to dividends and on liquidation, conversion rights, and conditions under which the several series shall have separate voting rights. All references to Shares in this Declaration shall be deemed to be shares of any or all series as the context may require. If the Trustee shall divide the Shares of the Trust into two or more series, the following provisions shall be applicable: (a) All provisions herein relating to the Trust shall apply equally to each series of the Trust except as the context requires otherwise. (b) The number of authorized Shares and the number of Shares of each series that may be issued shall be unlimited. The Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any series into one or more series that may be established and designated from time to time. The Trustees may hold as treasury shares (of the same or some other series), reissue for such consideration and on such terms as they may determine, or cancel any Shares of any series reacquired by the Trust at their discretion from time to time. (c) All consideration received by the Trust for the issue or sale of Shares of a particular series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to that series for all purposes, subject only to the rights of creditors of such series or, with respect to the Government Obligations Portfolio (GOP), Near Term Bond Portfolio (NTB) and Total Return Bond Portfolio (TRB), the creditors of the Trust, and except as may otherwise be required by applicable tax laws, and shall be so recorded upon the books of account of the Trust. In the event that there are any assets, income, earnings, profits, and proceeds thereof, funds or payments which are not readily identifiable as belonging to any particular series, the Trustees shall allocate them among any one or more of the series established and designated from time to time in such manner and on such basis as they, in their sole discretion, deem fair and equitable. Each such allocation by the Trustees shall be conclusive and binding upon the shareholders of all series for all purposes. (d) The assets belonging to each particular series shall be charged with the liabilities of the Trust in respect of that series and all expenses, costs, charges and reserves attributable to that series, and any general liabilities, expenses, costs, charges or reserves of the Trust which are not readily identifiable as belonging to any particular series shall be allocated and charged by the Trustees to and among any one or more of the series established and designated from time to time in such manner and on such basis as the Trustees in their sole discretion deem fair and equitable. Each allocation of liabilities, expenses, costs, charges and reserves by the Trustees shall be conclusive and binding upon the holders of all series for all purposes. Except with respect to the Government Obligations Portfolio (GOP), Near Term Bond Portfolio (NTB) and Total Return Bond Portfolio (TRB), the assets of a particular series of the Trust shall, under no circumstances, be charged with liabilities attributable to any other series of the Trust and all persons extending credit to or contracting with or having any claim against a particular series of the Trust shall look only to the assets of that series for payment of each credit, contract or claim. The Trustees shall have full discretion, to the extent not inconsistent with the Investment Company Act of 1940, to determine which items are capital; and each such determination and allocation shall be conclusive and binding upon the Shareholders. (e) Each share of a series of the Trust shall represent a beneficial interest in the net assets of such series. Each holder of Shares of a series shall be entitled to receive his pro rata shares of distributions of income and capital gains made with respect to such series. In addition, the following provisions of this paragraph shall apply to series other than the Government Obligations Portfolio (GOP), Near Term Bond Portfolio (NTB) and Total Return Bond Portfolio (TRB). Upon redemption of his Shares or indemnification for liabilities incurred by reason of his being or having been a Shareholder of a series, such Shareholder shall be paid solely out of the assets of such series of the Trust, Shareholders of such series shall be entitled to receive a pro rata share of the net assets of such series. A shareholder of a particular series of the Trust shall not be entitled to participate in a derivative or class action on behalf of any other series or the Shareholders of such series of the Trust. (f) Except with respect to the Government Obligation Portfolio (GOP), Near Term Bond Portfolio (NTB) and Total Return Bond Portfolio (TRB), but notwithstanding any other provision in this Declaration of Trust or in the By-Laws of the Trust, on any matter submitted to a vote of Shareholders of the Trust, all Shares then entitled to vote shall be voted by individual series, except that (1) when required by the Investment Company Act of 1940, Shares shall be voted in the aggregate and not by individual series, and (2) when the Trustees have determined that the matter affects only the interests of Shareholders of a limited number of series, then only Shareholders of such series shall be entitled to vote thereon. The establishment and designation of any series of Shares shall be effective upon the execution by a majority of the then Trustees of an instrument setting forth such establishment and designation and the relative rights and preferences of such series, or as otherwise provided in such instrument. At any time that there are no Shares outstanding of any particular series previously established and designated, the Trustees may by an instrument executed by a majority of their number abolish that series and the establishment designation thereof. Each instrument referred to in this paragraph shall constitute an amendment to this Declaration in accordance with Section 7 of Article XIV hereof,and a copy of each such instrument shall be filed in accordance with Section 5 of Article XIV hereof. Section 2. Ownership of Shares The ownership of Shares shall be recorded in the books of the Trust or of a transfer agent. The Trustees may make such rules and adopt such procedures as they consider appropriate for the transfer of shares and similar matters. The record books of the Trust or of any transfer agent, as the case may be, shall be conclusive evidence as to who are the holders of Shares and as to the number of Shares held from time to time by each such holder. Section 3. Investment in the Trust The Trustees shall accept investments in the Trust from such persons and on such terms as they may from time to time authorize. After the date of the initial contribution of capital, the number of Shares representing the initial contribution may, in the Trustees' discretion, be considered as outstanding and the amount received by the Trustees on account of the contribution shall be treated as an asset of the Trust. Subsequent investments in the Trust shall be credited to the Shareholder's account in the form of full and fractional shares of the Trust at the net asset value per share as determined in accordance with Article XII hereof; provided, however, that the Trustees may, in their sole discretion, impose a sales charge upon investments in the Trust. Section 4. Preemptive Rights Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust, except as the Trustees may determine with respect to any series of Shares. ARTICLE VII CUSTODY OF ASSETS The Trustees shall at all times employ a bank or trust company having aggregate capital, surplus and undivided profits (as shown in its last published report) of at least two million dollars ($2,000,000) as custodian (the "Custodian") with authority as its agent, but subject to such restrictions, limitations and other requirements, if any, as may be contained in the By-Laws: (a) To hold the securities owned by the Trust and deliver the same upon written order; (b) To receive and receipt for any moneys due to the Trust and deposit the same in its own banking department or, as the Trustees may direct, in any bank or trust company in good standing organized under and by the laws of the United States, or of any state thereof, approved by the Custodian, provided that all such deposits shall be subject only to the draft or order of the Custodian; and (c) To disburse such funds upon orders or vouchers. The Trustees may also employ such Custodian as its agent: (a) To keep the books and accounts of the Trust and furnish clerical and accounting services; and (b) To compute the net asset value per share in accordance with the provision of Article XII hereof. All of the foregoing services shall be performed upon such basis of compensation as may be agreed upon between the Trustees and the Custodian. If so directed by vote of the holders of a majority of the outstanding Shares, the Custodian shall deliver and pay over all property of the Trust held by it as specified in such vote. The Trustees may also authorize the Custodian to employ one or more sub-custodians from time to time to perform such of the acts and services of the Custodian and upon such terms and conditions as may be agreed upon between the Custodian and such sub-custodian and approved by the Trustees, provided that in every case such sub-custodian shall be a bank or trust company organized under the laws of the United States or one of the states thereof and having capital, surplus and undivided profits of at least two million dollars ($2,000,000). Subject to such rules, regulations and orders as the Securities and Exchange Commission (the "Commission") may adopt, the Trustees may direct the Custodian to deposit all or any part of the securities in a depository and clearing system established by a national securities exchange or a national securities association registered with the Commission under the Securities Exchange Act of 1934, as from time to time amended, or such other person as may be permitted by the Commission, or otherwise in accordance with the Investment Company Act of 1940, as from time to time amended (the "1940 Act"), pursuant to which system all securities of any particular class or series of any issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such securities, provided that all such deposits shall be subject to withdrawal only upon the order of the Trust. ARTICLE VIII CONTRACTS Section 1. Manager The Trustees may in their discretion from time to time enter into a management contract whereby the other party to such contract shall undertake to furnish to the Trustees such management, investment advisory, statistical and research facilities and services and such other facilities and services, if any, and all upon such terms and conditions as the Trustees may in their discretion determine. Notwithstanding any provisions of this Declaration of Trust, the Trustees may authorize the Manager (subject to such general or specific instructions as the Trustees may from time to time adopt) to effect purchases, sales or exchanges of portfolio securities of the Trust on behalf of the Trustees or may authorize any officer or Trustee to effect such purchases, sales or exchanges pursuant to recommendations of the Manager (and all without further action by the Trustees). Any such purchases, sales or exchanges shall be deemed to have been authorized by all of the Trustees. The Trustees may also employ, or authorize the Manager to employ, one or more investment advisers or sub-advisers from time to time to perform such of the acts and services of the Manager and upon such terms and conditions as may be agreed upon between the Manager and such investment adviser or sub-adviser and approved by the Trustees. Section 2. Principal Underwriter The Trustees may in their discretion from time to time enter into a contract, providing for the sale of the Shares of the Trust, whereby the Trust may either agree to sell the Shares to the other party to the contract or appoint such other party its sales agent for such shares (such other party being herein sometimes called the "underwriter"). In either case, the contract shall be on such terms and conditions as may be prescribed in the By-Laws, if any, and such further terms and conditions as the Trustees may in their discretion determine not inconsistent with the provisions of this Article VIII, or of the By-Laws; and such contract may also provide for the repurchase or sale of shares of the Trust by such other party as principal or as agent of the Trust. Section 2A. Plan of Distribution The Trustees may in their discretion enter into a plan of distribution whereby the Trust may finance directly or indirectly any activity which is primarily intended to result in sales of Shares. Such plan of distribution may contain such terms and conditions as the Trustees may in their discretion determine subject to the requirements of Section 12 of the 1940 Act, Rule 12b-1 thereunder, and any other applicable rules and regulations. Section 3. Transfer Agent The Trustees may in their discretion from time to time enter into a transfer agency and shareholder service contract whereby the other party shall undertake to furnish the Trustees transfer agency and shareholder services. The contract shall be on such terms and conditions as the Trustees may in their discretion determine not inconsistent with the provisions of this Declaration of Trust or of the By-Laws. The Trustees may employ such party as its agent to (a) keep the books and accounts of the Trust and furnish clerical and accounting service and (b) compute the net asset value per share in accordance with the provisions of Article XII hereof. Such services may be covered by one or more contracts and be provided by one or more entities. Section 4. Parties to Contract Any contract of the character described in Sections 1, 2 and 3 of this Article VIII or in Article VII hereof may be entered into with any corporation, firm, trust or association, although one or more of the Trustees or officers of the Trust may be an officer, director, trustee, shareholder, or member of such other party to the contract, and no such contract shall be invalidated or rendered voidable by reason of the existence of any such relationship, nor shall any person holding such relationship be liable merely by reason of such relationship for any loss or expense to the Trust under or by reason of said contract or accountable for any profit realized directly or indirectly therefrom, provided that the contract when entered into was reasonable and fair and not inconsistent with the provisions of this Article VIII, Article VII or the By-Laws. The same person (including a firm, corporation, trust, or association) may be the other party to contracts entered into pursuant to Sections 1, 2 and 3 above or Article VII, and any individual may be financially interested or otherwise affiliated with persons who are parties to any or all of the contracts mentioned in this Section 4. Section 5. Provisions and Amendments Any contract entered into pursuant to Sections 1 and 2 of this Article VIII shall be consistent with and subject to the requirements of Section 15 of the 1940 Act and any applicable rules or orders of the Securities and Exchange Commission with respect to its continuance in effect, its termination, and the method of authorization and approval, renewal or amendment thereof. ARTICLE IX COMPENSATION AND REIMBURSEMENT OF TRUSTEES The Trustees shall be entitled to reasonable compensation from the Trust and shall be reimbursed from the Trust estate for their expenses and disbursements incurred by them in connection with the administration and management of the Trust, including, without limitation, interest expense, taxes, fees and commissions of every kind, expenses of issue, repurchase and redemption of shares including expenses attributable to a program of periodic repurchases or redemptions, expenses of registering and qualifying the Trust and its Shares under Federal and state laws and regulations, charges of custodians, transfer agents, and registrars, expenses of preparing and setting up in type prospectuses, expenses of printing and distributing prospectuses sent annually to existing shareholders, auditing and legal expense, reports to Shareholders, expenses of meetings of Shareholders and proxy solicitations therefor, insurance expense, association membership dues, expenses primarily intended to result in sales of shares of the Trust, and such non-recurring items as may arise, including litigation to which the Trust is a party and for all losses and liabilities, as well as such other expenses as the Trustees may determine are properly chargeable to the Trust. This section shall not preclude the Trust from directly paying any of the aforementioned fees and expenses. ARTICLE X SALE OF SHARES The Trustees shall have the power from time to time to issue and sell or cause to be issued and sold an unlimited number of Shares of any series of the Trust for cash or for property, which shall in every case be paid to the Custodian as agent of the Trust before the delivery of any certificate for such Shares. The shares of any series of the Trust, including any shares which may have been repurchased by the Trust (herein sometimes referred to as "treasury shares"), may be sold at a price as specified in the current prospectus of the Trust. When an underwriting contract is in effect pursuant to Article VIII, Section 2, the time of sale shall be the time when an unconditional order is placed with the underwriter. Such contract may provide for the sale of Shares either at a price based on the net asset value determined next after the order is placed with said underwriter or at a price based on a net asset value to be determined at some later time, or at such other price as is assented to by the affirmative vote of the holders of a majority of the outstanding Shares of the Trust. No Shares need be offered to existing Shareholders before being offered to others. No Shares shall be sold by the Trust (although Shares previously contracted to be sold may be issued upon payment therefor) during any period when the determination of net asset value is suspended by declaration of the Trustees pursuant to the provisions of Article XII hereof. In connection with the acquisition by merger or otherwise of all or substantially all the assets of a trust or another investment company , including companies classified as personal holding companies under Federal income tax laws, the Trustees may issue or cause to be issued Shares of the Trust and accept in payment therefor such assets at such value as may be determined by or under the direction of the Trustees, provided that such assets are of the character in which the Trustees are permitted to invest the funds of the Trust. ARTICLE XI REDEMPTIONS Section 1. Redemption In case any Shareholder of record of the Trust desires to dispose of his Shares, he may deposit at the office of the transfer agent or other authorized agent of the Trust a written request or such other form of request as the Trustees may from time to time authorize, requesting that the Trust purchase the Shares in accordance with this Section l; and the Shareholder so requesting shall be entitled to require the Trust to purchase, and the Trust or the underwriter of the Trust shall purchase his said Shares, but only at the net asset value per share (as determined under Article XII hereof), except that with respect to any series of Shares established by the Trustees, the right of a Shareholder to redeem such Shares may be varied. Payment for such Shares shall be made by the Trust or the underwriter of the Trust to the Shareholder of record within seven (7) days after the date upon which the request is received. The Trustees may charge a redemption fee in such amount as may be fixed from time to time by the Trustees but which shall not exceed one-half of one percent (1/2%) of the net asset value per share. Section 2. Manner of Payment Payment for such Shares may at the option of the Trustees or such officer or officers as they may duly authorize for the purpose, in their complete discretion, be made in cash, or in kind, or partially in cash and partially in kind out of the assets of the appropriate series of the Trust. In case of payment in kind the Trustees, or their delegate, shall have absolute discretion as to what security or securities shall be distributed in kind and the amount of the same, and the securities shall be valued for purposes of distribution at the figure at which they were appraised in computing the asset value of the Shares, provided that any Shareholder who cannot legally acquire securities so distributed in kind by reason of the prohibitions of the 1940 Act shall receive cash. Section 3. Suspension of the Right of Redemption If, pursuant to Article XII hereof, the Trustees declare a suspension of the determination of net asset value, the rights of shareholders (including those who shall have applied for redemption pursuant to Section 1 of this Article XI but who shall not yet have received payment) to have shares redeemed and paid for by the Trust shall be suspended until the termination of such suspension is declared. In the case of a suspension of the right of redemption, a Shareholder may either withdraw his request for redemption or receive payment based on the net asset value existing after the termination of the suspension. Section 4. Involuntary Redemptions The Trustees may require a Shareholder to redeem his Shares if the value of the Shares in his account is below $1,000. The manner of effecting such involuntary redemptions shall be determined from time to time by the Trustees. If the Trustees shall, at any time and in good faith, be of the opinion that direct or indirect ownership of Shares or other securities of the Trust has or may become concentrated in any person to an extent which would disqualify the Trust or any series of the Trust as a regulated investment company under the Internal Revenue Code, then the Trustees shall have the power by lot or other means deemed equitable by them (i) to call for redemption by any such person a number, or principal amount, of Shares or other securities of the Trust sufficient to maintain or bring the direct or indirect ownership of Shares or other securities of the Trust or any series thereof into conformity with the requirements for such qualification and (ii) to refuse to transfer or issue Shares or other securities of the Trust to any person whose acquisition of the Shares or other securities of the Trust or series thereof in question would result in such disqualification. The redemption shall be effected at the redemption price and in the manner provided in Sections 1 and 2 of this Article XI. The holders of Shares or other securities of the Trust or any series shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares or other securities of the Trust or series thereof as the Trustees deem necessary to comply with the provisions of the Internal Revenue Code, or to comply with the requirements of any other taxing authority. ARTICLE XII NET ASSET VALUE PER SHARE The net asset value of each Share of the Trust or any series thereof outstanding shall be determined by the Trustees not less frequently than once on each day on which the Trust is open for business, as of the close of trading on the New York Stock Exchange or at such other time as the Trustees by resolution may determine. The power and duty to determine net asset value may be delegated by the Trustees from time to time to one or more of the Trustees and officers of the Trust, to the other party to any contract entered into pursuant to Article VIII hereof, or to the Custodian or a transfer agent. For the purpose of this Declaration of Trust, any reference to the time at which a determination of net asset value is made shall mean the time as of which the determination is made. The Trustees may declare a suspension of the determination of net asset value to the extent permitted by the 1940 Act. The value of the assets of the Trust or series thereof shall be determined in a manner approved by the Trustees. From the total value of said assets, there shall be deducted all indebtedness, interest and taxes, payable or accrued, expenses and management charges accrued to the appraisal date, net income determined and declared as a distribution and all other items in the nature of liabilities which shall be deemed appropriate. The resulting amount which shall represent the total net assets of the Trust or series thereof shall be divided by the number of Shares outstanding at the time as of which the calculation is made and the quotient so obtained shall be deemed to be the net asset value of the Shares. Nothing in this Article XII shall be construed to affect the ability of the Trustees to establish any series of Shares in accordance with Section 1A of Article VI. ARTICLE XIII DIVIDENDS AND DISTRIBUTIONS; REDUCTION OF OUTSTANDING SHARES (a) The total of distributions to Shareholders paid in respect of any one fiscal year, subject to the exceptions noted below and other than dividends resulting from stock splits or stock dividends, shall be approximately equal to the net income, exclusive of profits or losses realized upon the sale of securities or other property, for such fiscal year, determined in accordance with generally accepted accounting principles applicable to open-end investment companies (which, if the Trustees so determine, may be adjusted for net amounts included as such accrued net income in the price of Shares of the Trust issued or repurchased). Such total of distributions may also include in the discretion of the Trustees an additional amount which shall not substantially exceed the excess of profits over losses on sales of securities or other property for such fiscal year. Notwithstanding the above, the Trustees may, upon the establishment of any series of Shares, provide for variations in the rights to distributions between different series. The decision of the Trustees as to what is income and what is principal shall be final, and the decision of the Trustees as to what expenses and charges of the Trust shall be charged against principal and what against income shall be final, all subject to any applicable provisions of the 1940 Act and rules and regulations and orders of the Commission promulgated thereunder. For the purpose of the limitation imposed by this paragraph (a), Shares issued pursuant to paragraph (b) of this Article XIII shall be valued at the applicable net asset value per share. Inasmuch as the computation of net income and gains for Federal income tax purposes may vary from the computation thereof on the books, the above provisions shall be interpreted to give to the Trustees the power in their discretion to distribute for any fiscal year as ordinary dividends and as capital gains distributions, respectively, additional amounts sufficient to enable the Trust to avoid or reduce liability for taxes. (b) The Trustees shall have power, to the fullest extent permitted by the laws of Massachusetts, but subject to the limitation as to cash distributions imposed by paragraph (a) of this Article XIII, at any time or from time to time to declare and cause to be paid dividends or distributions which, at the election of the Trustees, may be accrued, automatically reinvested in additional Shares (or fractions thereof) of the Trust or of any series thereof or paid in cash. (c) Anything in this instrument to the contrary notwithstanding, the Trustees may at any time declare and distribute pro rata among the Shareholders a "stock dividend" out of either unissued or treasury shares of the appropriate series of the Trust, or both, except that the Trustees may, in conjunction with the establishment of any series of Shares, vary the right to receive a "stock dividend" among different series. (d) To the extent consistent with the federal income tax law, net capital losses of a series of the Trust shall not be used to offset net capital gains of any other series. However, to the extent required by such law, the Trustees shall have the power to offset net capital losses of one series against net capital gains of another series, thereby reducing the capital gain available for distribution by the latter series and retaining in its net asset value the amount of such reduction. ARTICLE XIV MISCELLANEOUS Section 1. Trust Not a Partnership It is hereby expressly declared that a trust and not a partnership is created hereby. No Trustee hereunder shall have any power to bind personally either the Trust's officers or any Shareholders. Section 2. Limitation of Personal Liability The Trustees shall not have the power to bind the Shareholders or to call upon them or any of them for the payment of any sum of money or any assessment whatever other than such sums as the Shareholders at any time personally agree to pay by way of subscription for shares or otherwise. All persons or corporations dealing or contracting with the Trustees as such shall have recourse only to the appropriate series of the Trust for the payment of their claims or for the payment or satisfaction of claims or obligations arising out of such dealings or contracts, so that neither the Trustees nor the Shareholders, nor the agents or attorneys of the Trust, past, present or future, shall be personally liable therefor. In all contracts or instruments creating liability it may be expressly stipulated, either by such reference to this instrument as shall accomplish such purpose or otherwise, that the liability of the Trustees and Shareholders under such contracts or instruments shall be limited to the assets which may from time to time constitute the series of the Trust. Section 3. Trustee's Good Faith Action, Expert Advice, No Bond or Surety The exercise by the Trustees of their powers and discretions hereunder in good faith and with reasonable care under the circumstances then prevailing, shall be binding upon everyone interested. Subject to the provisions of Section 1, of this Article XV and to applicable provisions of the By-Laws, the Trustees shall not be liable for errors of judgment or mistakes of fact or law. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust, and subject to the provisions of Section 1 of this Article XV and to applicable provisions of the By-Laws, shall be under no liability for any act or omission in accordance with such advice or for failing to follow such advice. Unless otherwise required by the By-Laws, the Trustees shall not be required to give any bond as such, nor any surety if a bond is required. Section 4. Termination of Trust (a) This Trust and any series thereof shall continue without limitation of time but subject to the provisions of sub-sections (b), (c) and (d) of this Section 4. (b) The Trust or any series thereof may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property of such series of the Trust, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Trustees and at any meeting of Shareholders called for the purpose by the affirmative vote of the holders of two-thirds of the Shares outstanding and entitled to vote, or by an instrument or instruments in writing without a meeting, consented to by the holders of two-thirds of the Shares; provided, however, that, if such merger, consolidation, sale, lease or exchange is recommended by the Trustees, the vote or written consent of the holders of a majority of the shares outstanding and entitled to vote shall be sufficient authorization; and any such merger, consolidation, sale,lease or exchange shall be deemed for all purposes to have been accomplished under and pursuant to the statutes of the Commonwealth of Massachusetts. (c) Subject to the approval of a majority of the Trustees or of a majority of the outstanding Shares of the Trust or any series thereof, the Trustees may at any time sell and convert into money all the assets of the Trust or any series thereof. Upon making provision for the payment of all outstanding obligations, taxes and other liabilities, accrued or contingent, of the Trust or of such series, the Trustees shall distribute the remaining assets of the Trust ratably among the holders of the outstanding Shares, except as may be otherwise provided by the Trustees with respect to any series of Shares. (d) Upon completion of the distribution of the remaining proceeds or the remaining assets as provided in subsections (b) and (c), the Trust or series thereof shall terminate and the Trustees shall be discharged of any and all further liabilities and duties hereunder and the right, title and interest of all parties shall be canceled and discharged. Section 5. Filing of Copies, References, Headings and Counterparts The original or a copy of this instrument, or any amendment hereto and of each declaration of trust supplemental hereto, shall be kept at the office of the Trust where it may be inspected by any Shareholder. A copy of this instrument, of any amendment hereto, and of each supplemental declaration of trust shall be filed by the Trustees with the Massachusetts Secretary of State and with any other governmental office where such filing may from time to time be required. Anyone dealing with the Trust may rely on a certificate by an officer of the Trust as to whether or not any such amendments or supplemental declarations of trust have been made and as to any matters in connection with the Trust hereunder, and with the same effect as if it were the original, may rely on a copy certified by a Trustee or an officer of the Trust to be a copy of this instrument or of any such amendment hereto or supplemental declaration of trust. In this instrument or in any such amendment or supplemental declaration of trust, references to this instrument, and all expressions such as "herein", "thereof" and "hereunder", shall be deemed to refer to this instrument as amended or affected by any such supplemental declaration of trust. Headings are placed herein for convenience of reference only and in case of any conflict, the text of this instrument, rather than the headings, shall control. This instrument may be executed in any number of counterparts each of which shall be deemed an original, but such counterparts shall constitute one instrument. Section 6. Applicable Law The Trust set forth in this instrument is made in the Commonwealth of Massachusetts, and it is created under and is to be governed by and construed and administered according to the laws of said Commonwealth. The Trust shall be of the type commonly called a Massachusetts business trust, and without limiting the provisions hereof, the Trust may exercise all powers which are ordinarily exercised by such a trust. Section 7. Amendments The execution of an instrument setting forth the establishment and designation and the relative rights of any series of Shares in accordance with Section 1A of Article IV hereof shall, without any authorization, consent or vote of the Shareholders, effect an amendment of this Declaration. Except as otherwise provided in this Section 7, if authorized by vote of a majority of the Trustees and a majority of the outstanding Shares of the Trust affected by the amendment (which Shares shall, unless otherwise provided by a vote of a majority of the Trustees, vote together on such amendment as a single class), or by any larger vote which may be required by applicable law or this Declaration of Trust in any particular case, the Trustees may amend or otherwise supplement this Declaration. The Trustees may also amend this Declaration without the vote or consent of Shareholders if they deem it necessary to conform this Declaration to the requirements of applicable Federal laws or regulations or the requirements of the regulated investment company provisions of the Internal Revenue Code, but the trustees shall not be liable for failing so to do. Copies of any amendment or of the supplemental Declaration of Trust shall be filed as specified in Section 5 of this Article XIV. Nothing contained in this Declaration shall permit the amendment of this Declaration to impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or to permit assessments upon Shareholders. Notwithstanding any other provision hereof, until such time as a Registration Statement under the Securities Act of 1933, as amended, covering the first public offering of securities of the Trust shall have become effective, this Declaration may be terminated or amended in any respect by the affirmative vote of a majority of the Trustees or by an instrument signed by a majority of the Trustees. IN WITNESS WHEREOF, the undersigned have executed this instrument this 19th day of December, 1984. /s/Lloyd Pierce - ----------------------- ------------------------ Robert Avery Lloyd Pierce /s/ H. Day Brigham Jr. /s/ George R. Prefer - ---------------------- ------------------------ H. Day Brigham, Jr. George R Prefer /s/ Peter M. Donovan /s/ Benjamin A. Rowland Jr. - ---------------------- -------------------------- Peter M. Donovan Benjamin A. Rowland, Jr. /s/ Winthrop S. Emmet /s/ Raymond Van Houtte - --------------------- --------------------------- Winthrop S. Emmet Raymond Van Houtte ----------------------- John Winthrop Wright THE COMMONWEALTH OF MASSACHUSETTS Suffolk, ss. Boston, Massachusetts Then personally appeared the above named H. Day Brigham, Jr., Peter M. Donovan, Winthrop S. Emmet, Lloyd Pierce, George R. Prefer, Raymond Van Houtte who severally acknowledged the foregoing instrument to be their free act and deed. Before me, /s/ Richard E. Houghton ---------------------------- My commission expires Sept.2,1988 EX-99.1(B) 3 SERIES DESIGNATION THE WRIGHT MANAGED INCOME TRUST Amendment and Restatement of Establishment and Designation of Series of Shares of Beneficial Interest, Without Par Value (as amended and restated September 22, 1995) WHEREAS, pursuant to an Amendment and Restatement of Establishment and Designation of Series dated March 18, 1992, the Trustees of The Wright Managed Income Trust, a Massachusetts business trust (the "Trust"), redesignated the shares of beneficial interest of the Trust into six separate series (or "Funds"); and WHEREAS, the Trustees now desire to change the names of two of the existing series or Funds (Wright Government Obligations Fund and Wright Near Term Bond Fund), pursuant to Section 1A of Article VI of the Declaration of Trust dated February 17, 1983, as amended and restated December 19, 1984, and as amended to date (the "Declaration of Trust"); and NOW, THEREFORE, the undersigned, being at least a majority of the duly elected and qualified Trustees presently in office of the Trust acting pursuant to Section 1A of Article VI of the Declaration of Trust, hereby redivide the shares of beneficial interest of the Trust into six separate series (or Funds), each Fund to have the following special and relative rights: 1. The Funds shall be designated as follows: Wright U.S. Treasury Fund Wright U.S. Treasury Near Term Fund Wright Total Return Bond Fund Wright Insured Tax Free Bond Fund Wright Current Income Fund Wright U.S. Treasury Money Market Fund 2. Each Fund shall be authorized to invest in cash, securities, instruments and other property as from time to time described in the Trust's then currently effective registration statement under the Securities Act of 1933 and the Investment Company Act of 1940. Each share of beneficial interest, without par value, of each Fund ("share") shall be redeemable, shall be entitled to one vote (or fraction thereof in respect of a fractional share) on matters on which shares of that Fund shall be entitled to vote and shall represent a pro rata beneficial interest in the assets allocated to that Fund, all as provided in the Declaration of Trust. The proceeds of sales of shares of a Fund, together with any income and gain thereon, less any diminution or expenses thereof, shall irrevocably belong to that Fund, unless otherwise required by law. Each share of a Fund shall be entitled to receive its pro rata share of net assets of that Fund upon liquidation of that Fund. 3. Shareholders of each Fund shall vote separately as a class to the extent provided in Rule 18f-2, as from time to time in effect, under the Investment Company Act of 1940. 4. The assets and liabilities of the Trust shall be allocated among the above-referenced Funds as set forth in Section 1A of Article VI of the Declaration of Trust, except as provided below. (a) Costs incurred by the Trust in connection with initial organization and start-up, including Federal and state registration and qualification fees and expenses of the initial offering of Trust shares, shall be deferred and amortized over a period not to exceed five years from the date of inception, and such initial costs shall be borne by the respective Funds of the Trust, commencing with the date they are activated, on a basis that is deemed equitable by the Trustees. (b) The liabilities, expenses, costs, charges or reserves of the Trust (other than the management and investment advisory fees or the organizational expenses paid by the Trust) which are not readily identifiable as belonging to any particular Fund shall be allocated among the Funds on an equitable basis as determined by the Trustees. (c) The Trustees may from time to time in particular cases make specific allocations of assets or liabilities among the Funds. 5. A majority of the Trustees (including any successor Trustees) shall have the right at any time and from time to time to reallocate assets and expenses or to change the designation of any Fund now or hereafter created, or to otherwise change the special and relative rights of any such Fund, and to terminate any Fund or add additional Funds as provided in the Declaration of Trust. /s/ H. Day Brigham, Jr. /s/ A.M. Moody, III - ----------------------- ---------------------- H. Day Brigham, Jr. A.M. Moody, III /s/ Peter M. Donovan /s/ Lloyd F. Pierce - ---------------------- ---------------------- Peter M. Donovan Lloyd F. Pierce /s/ Winthrop S. Emmet /s/ George R. Prefer - ---------------------- ----------------------- Winthrop S. Emmet George R. Prefer /s/ Leland Miles /s/ Raymond VanHoutte - -------------------- ---------------------- Leland Miles Raymond VanHoutte EX-99.2 4 BY-LAWS BY-LAWS (as amended August 2, 1984) OF THE BOND FUND FOR BANK TRUST DEPARTMENTS (BFBT FUND) ARTICLE I The Trustees SECTION 1. Initial Trustees, Election and Term of Office. In the year 1983 or 1984, on a date fixed by the Trustees, the shareholders of the Trust shall elect not less than three Trustees. The initial Trustees named in the Preamble of the Declaration of Trust dated February 17, 1983, as from time to time amended (the "Declaration of Trust"), and any additional Trustees appointed pursuant to Section 4 of this Article I, shall serve as Trustees until the 1983 or 1984 election and until their successors are elected and qualified. The Trustees elected at such 1983 or 1984 election shall serve as Trustees during the lifetime of the Trust, except as otherwise provided below. SECTION 2. Number of Trustees. The number of Trustees shall be fixed by the Trustees, provided, however, that such number shall at no time exceed eighteen. SECTION 3. Resignation and Removal. Any Trustee may resign his trust by written instrument signed by him and delivered to the other Trustees, which shall take effect upon such delivery or upon such later date as is specified therein. Any Trustee who requests in writing to be retired or who has become incapacitated by illness or injury may be retired by written instruments signed by a majority of the other Trustees, specifying the date of his retirement. Any Trustee may be removed at any time by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal,specifying the date when such removal shall become effective. No natural person shall serve as a Trustee of the Trust after the holders of record of not less than two-thirds of the outstanding shares of beneficial interest of the Trust (the "shares") have declared that he be removed from that office by a declaration in writing signed by such holders and filed with the Custodian of the assets of the Trust or by votes cast by such holders in person or by proxy at a meeting called for the purpose. Solicitation of such a declaration shall be deemed a solicitation of a proxy within the meaning of Section 20(a) of the Investment Company Act of 1940 (the "Act""). The Trustees of the Trust shall promptly call a meeting of the shareholders for the purpose of voting upon a question of removal of any such Trustee or Trustees when requested in writing so to do by the record holders of not less than 10 per centum of the outstanding shares. Whenever ten or more shareholders of record of the Trust who have been such for at least six months preceding the date of application, and who hold in the aggregate either shares having a net asset value of at least $25,000 or at least 1 per centum of the outstanding shares, whichever is less, shall apply to the Trustees in writing, stating that they wish to communicate with other shareholders with a view to obtaining signatures to a request for a meeting of shareholders pursuant to this Section 3 and accompanied by a form of communication and request which they wish to transmit, the Trustees shall within five business days after receipt of such application either (1) afford to such applicants access to a list of the names and addresses of all shareholders as recorded on the books of the Trust; or (2) inform such applicants as to the approximate number of shareholders of record, and the approximate cost of mailing to them the proposed communication and form of request. If the Trustees elect to follow the course specified in subparagraph (2) above of this Section 3 the Trustees, upon the written request of such applicants, accompanied by a tender of the material to be mailed and of the reasonable expenses of mailing, shall, with reasonable promptness, mail such material to all shareholders of record at their addresses as recorded on the books, unless within five business days after such tender the Trustees shall mail to such applicants and file with the Securities and Exchange Commission ("the Commission"), together with a copy of the material to be mailed, a written statement signed by at least a majority of the Trustees to the effect that in their opinion either such material contains untrue statements of fact or omits to state facts necessary to make the statements contained therein not misleading, or would be in violation of applicable law, and specifying the basis of such opinion. After the Commission has had an opportunity for hearing upon the objections specified in the written statement so filed by the Trustees, the Trustees or such applicants may demand that the Commission enter an order either sustaining one or more of such objections or refusing to sustain any of such objections. If the Commission shall enter an order refusing to sustain any of such objections, or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all objections so sustained have been met, and shall enter an order so declaring, the Trustees shall mail copies of such material to all shareholders with reasonable promptness after the entry of such order and the renewal of such tender. Until such provisions become null, void, inoperative and removed from these By-Laws pursuant to the next sentence, the provisions of all but the first paragraph of this Section 3 may not be amended or repealed without the vote of a majority of the Trustees and a majority of the outstanding shares of the Trust. These same provisions shall be deemed null, void, inoperative and removed from these By-Laws upon the effectiveness of any amendment to the Act which eliminates them from Section 16 of the Act or the effectiveness of any successor Federal law governing the operation of the Trust which does not contain such provisions. SECTION 4. Vacancies. In case of the declination, death, resignation, retirement, removal, or inability of any of the Trustees, or in case a vacancy shall, by reason of an increase in number, or for any other reason, exist, the remaining Trustees shall fill such vacancy by appointing such other person as they in their discretion shall see fit. Such appointment shall be evidenced by a written instrument signed by a majority of the Trustees in office whereupon the appointment shall take effect. Within three months of such appointment the Trustees shall cause notice of such appointment to be mailed to each shareholder at his address as recorded on the books of the Trustees. An appointment of a Trustee may be made by the Trustees then in office and notice thereof mailed to Shareholders as aforesaid in anticipation of a vacancy to occur by reason of retirement, resignation or increase in number of Trustees effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation or increase in number of Trustees. As soon as any Trustee so appointed shall have accepted this trust, the trust estate and the estate of each series of the Trust shall vest in the new Trustee or Trustees, together with the continuing Trustees, without any further act or conveyance, and he shall be deemed a Trustee hereunder and under the Declaration of Trust. The power of appointment is subject to the provisions of Section 16(a) of the Act. Whenever a vacancy among the Trustees shall occur, until such vacancy is filled, or while any Trustee is absent from the Commonwealth of Massachusetts or, if not a domiciliary of Massachusetts, is absent from his state of domicile, or is physically or mentally incapacitated by reason of disease or otherwise, the other Trustees shall have all the powers hereunder and the certificate of the other Trustees of such vacancy, absence or incapacity shall be conclusive, provided, however, that no vacancy shall remain unfilled for a period longer than six calendar months. SECTION 5. Temporary Absence of Trustee. Any Trustee may, by power of attorney, delegate his power for a period not exceeding six months at any one time to any other Trustee or Trustees, provided that in no case shall less than two trustees personally exercise the other powers hereunder except as herein otherwise expressly provided. SECTION 6. Effect of Death, Resignation, Removal, Etc. of a Trustee. The death, declination, resignation, retirement, removal, or incapacity of the Trustees, or any one of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of the Declaration of Trust or these By-Laws. ARTICLE II Officers and Their Election SECTION 1. Officers. The officers of the Trust shall be a President, a Treasurer, a Secretary, and such other officers or agents as the Trustees may time to time elect. It shall not be necessary for any Trustee or other officer to be a holder of shares in the Trust. SECTION 2. Election of Officers. The Treasurer and Secretary shall be chosen annually by the Trustees. The President shall be chosen annually by and from the Trustees. Except for the offices of President and Secretary, two or more offices may be held by a single person. The officers shall hold office until their successors are chosen and qualified. SECTION 3. Resignations and Removals. Any officer of the Trust may resign by filing a written resignation with the President or with the Trustees or with the Secretary, which shall take effect on being so filed or at such time as may otherwise be specified therein.The Trustees may at any meeting remove an officer. ARTICLE III Powers and Duties of Trustees and Officers SECTION 1. Trustees. The business and affairs of the Trust shall be managed by the Trustees, and they shall have all powers necessary and desirable to carry out that responsibility, so far as such powers are not inconsistent with the laws of the Commonwealth of Massachusetts, the Declaration of Trust, or with these By-Laws. SECTION 2. Executive and Other Committees. The Trustees may elect from their own number an executive committee to consist of not less than three nor more than five members, which shall have the power and duty to conduct the current and ordinary business of the Trust, including the purchase and sale of securities, while the Trustees are not in session, and such other powers and duties as the Trustees may from time to time delegate to such committee. The Trustees may also elect from their own number other committees from time to time, the number composing such committees and the powers conferred upon the same to be determined by the Trustees. SECTION 3. Chairman of the Trustees. The Trustees may, but need not, appoint from among their number a Chairman. When present he shall preside at the meetings of the shareholders and of the Trustees. He may call meetings of the Trustees and of any committee thereof whenever he deems it necessary. He shall be an executive officer of this Trust and shall have, with the President, general supervision over the business and policies of this Trust, subject to the limitations imposed upon the President, as provided in Section 4 of this Article III. SECTION 4. President. In the absence of the Chairman of the Trustees, the President shall preside at all meetings of the shareholders. Subject to the Trustees and to any committees of the Trustees, within their respective spheres, as provided by the Trustees, he shall at all times exercise a general supervision and direction over the affairs of the Trust. He shall have the power to employ attorneys and counsel for the Trust and to employ such subordinate officers, agents, clerks and employees as he may find necessary to transact the business of the Trust. He shall also have the power to grant, issue, execute or sign such powers of attorney, proxies or other documents as may be deemed advisable or necessary in furtherance of the interests of the Trust. The President shall have such other powers and duties as, from time to time, may be conferred upon or assigned to him by the Trustees. SECTION 5. Treasurer. The Treasurer shall be the principal financial and accounting officer of the Trust. He shall deliver all funds and securities of the Trust which may come into his hands to such bank or trust company as the Trustees shall employ as custodian in accordance with Article VII of the Declaration of Trust. He shall make annual reports in writing of the business conditions of the Trust, which reports shall be preserved upon its records, and he shall furnish such other reports regarding the business and condition as the Trustees may from time to time require. The Treasurer shall perform such duties additional to foregoing as the Trustees may from time to time designate. SECTION 6. Secretary. The Secretary shall record in books kept for the purpose all votes and proceedings of the Trustees and the shareholders at their respective meetings. He shall have custody of the seal, if any, of the Trust and shall perform such duties additional to the foregoing as the Trustees may from time to time designate. SECTION 7. Other Officers. Other officers elected by the Trustees shall perform such duties as the Trustees may from time to time designate. SECTION 8. Compensation. The Trustees and officers of the Trust may receive such reasonable compensation from the Trust for the performance of their duties as the Trustees may from time to time determine. ARTICLE IV Meetings of Shareholders SECTION 1. Meetings. Meetings of the shareholders may be called at any time by the President, and shall be called by the President or the Secretary at the request, in writing or by resolution, of a majority of the Trustees, or at the written request of the holder or holders of ten percent (10%) or more of the total number of shares of the then issued and outstanding shares of the Trust entitled to vote at such meeting. Any such request shall state the purposes of the proposed meeting. SECTION 2. Place of Meetings. Meetings of the shareholders shall be held at the principal place of business of the Trust in Boston, Massachusetts, unless a different place within the United States is designated by the Trustees and stated as specified in the respective notices or waivers of notice with respect thereto. SECTION 3. Notice of Meetings. Notice of all meetings of the shareholders, stating the time, place and the purposes for which the meetings are called, shall be given by the Secretary to each shareholder entitled to vote thereat, and to each shareholder who under the By-Laws is entitled to such notice, by mailing the same postage paid, addressed to him at his address as it appears upon the books of the Trust, at least twenty (20) days before the time fixed for the meeting, and the person giving such notice shall make an affidavit with respect thereto. If any shareholder shall have failed to inform the Trust of his post office address, no notice need be sent to him. No notice need be given to any shareholder if a written waiver of notice, executed before or after the meeting by the shareholder or his attorney thereunto authorized, is filed with the records of the meeting; provided that if a series of shares is entitled to vote as a separate series on any matter, then in the case of that matter a quorum shall consist of the holders of a majority of the total number of shares of the then issued and outstanding shares of that series entitled to vote at the meeting. Shares owned directly or indirectly by the Trust, if any, shall not be deemed outstanding for this purpose. SECTION 4. Quorum. Except as otherwise provided by law, to constitute a quorum for the transaction of any business at any meeting of shareholders, there must be present, in person or by proxy, holders of a majority of the total number of shares of the then issued and outstanding shares of the Trust entitled to vote at such meeting; provided that if a series of shares is entitled to vote as a separate series on any matter, then in the case of that matter a quorum shall consist of the holders of a majority of the total number of shares of the then issued and outstanding shares of that series entitled to vote at the meeting. Shares owned directly or indirectly by the Trust, if any, shall not be deemed outstanding for this purpose. If a quorum, as above defined, shall not be present for the purpose of any vote that may properly come before any meeting of shareholders at the time and place of any meeting, the shareholders present in person or by proxy and entitled to vote at such meeting on such matter holding a majority of the shares present and entitled to vote on such matter may by vote adjourn the meeting from time to time to be held at the same place without further notice than by announcement to be given at the meeting until a quorum, as above defined, entitled to vote on such matter, shall be present, whereupon any such matter may be voted upon at the meeting as though held when originally convened. SECTION 5. Voting. At each meeting of the shareholders every shareholder of the Trust shall be entitled to one (1) vote in person or by proxy for each of the then issued and outstanding shares of the Trust then having voting power in respect of the matter upon which the vote is to be taken, standing in his name on the books of the Trust at the time of the closing of the transfer books for the meeting, or, if the books be not closed for any meeting, on the record date fixed as provided in Section 4 of Article VI of these By-Laws for determining the shareholders entitled to vote at such meeting, or if the books be not closed and no record date be fixed, at the time of the meeting. The record holder of a fraction of a share shall be entitled in like manner to a corresponding fraction of a vote. Notwithstanding the foregoing, the Trustees may, in conjunction with the establishment of any series of shares, establish conditions under which the several series shall have separate voting rights or no voting rights. All elections of Trustees shall be conducted in any manner approved at the meeting of the shareholders at which said election is held, and shall be by ballot if so requested by any shareholder entitled to vote thereon. The persons receiving the greatest number of votes shall be deemed and declared elected. Except as otherwise required by law or by the Declaration of Trust or by these By-Laws, all matters shall be decided by a majority of the votes cast, as hereinabove provided, by persons entitled to vote thereon. With respect to the submission of a management or investment advisory contract or a change in investment policy to the shareholders for any shareholder approval required by the Act, such matter shall be deemed to have been effectively acted upon with respect to any series of shares if the holders of the lesser of (i)67 per centum or more of the shares of that series present or represented at the meeting if the holders of more than 50 per centum of the outstanding shares of that series are present or represented by proxy at the meeting or (ii)more than 50 per centum of the outstanding shares of that series vote for the approval of such matter, notwithstanding (a) that such matter has not been approved by the holders of a majority of the outstanding voting securities of any other series affected by such matter (as described in Rule 18f-2 under the Act) and (b) that such matter has not been approved by the vote of a majority of the outstanding voting securities of the Trust (as defined in the Act). SECTION 6. Proxies. Any shareholder entitled to vote upon any matter at any meeting of the shareholders may so vote by proxy, but no proxy which is dated more than six months before the meeting named therein shall be accepted and no such proxy shall be valid after the final adjournment of such meeting. Every proxy shall be in writing subscribed by the shareholder or his duly authorized attorney and shall be dated, but need not be sealed, witnessed or acknowledged. Proxies shall be delivered to the Secretary or person acting as secretary of the meeting before being voted. A proxy with respect to stock held in the name of two or more persons shall be valid if executed by one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a shareholder shall be deemed valid unless challenged at or prior to its exercise. SECTION 7. Consents. Any action which may be taken by shareholders may be taken without a meeting if a majority of shareholders entitled to vote on the matter (or such larger proportion thereof as shall be required by law, the Declaration of Trust or these By-Laws for approval of such matter) consent to the action in writing and the written consents are filed with the records of the meetings of shareholders. Such consents shall be treated for all purposes as a vote taken at a meeting of shareholders. ARTICLE V Trustees Meetings SECTION 1. Meetings. The Trustees may in their discretion provide for regular or stated meetings of the Trustees. Meetings of the Trustees other than regular or stated meetings shall be held whenever called by the Chairman, President or by any other Trustee at the time being in office. Any or all of the Trustees may participate in a meeting by means of a conference telephone or similar communications equipment through which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting. SECTION 2. Notices. Notice of regular or stated meetings need not be given. Notice of the time and place of each meeting other than regular or stated meetings shall be given by the Secretary or by the Trustee calling the meeting and shall be mailed to each Trustee at least two (2) days before the meeting, or shall be telegraphed, cabled, or wirelessed to each Trustee at his business address or personally delivered to him at least one (1) day before the meeting. Such notice may, however, be waived by all the Trustees. Notice of a meeting need not be given to any Trustee if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any Trustee who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. A notice or waiver of notice need not specify the purpose of any special meeting. SECTION 3. Consents. Any action required or permitted to be taken at any meeting of the Trustees may be taken by the Trustees without a meeting if a written consent thereto is signed by all the Trustees and filed with the records of the Trustees' meetings. Such consent shall be treated as a vote at a meeting for all purposes. SECTION 4. Place of Meetings. The Trustees may hold their meetings outside of the Commonwealth of Massachusetts, and may, to the extent permitted by law, keep the books and records of the Trust, and provide for the issue, transfer and registration of its stock, outside of said State at such places as may, from time to time, be designated by the Trustees. SECTION 5. Quorum and Manner of Acting. A majority of the Trustees in office shall be present in person at any regular stated or special meeting of the Trustees in order to constitute a quorum for the transaction of business at such meeting and (except as otherwise required by the Declaration of Trust, by these By-Laws or by statute) the act of a majority of the Trustees present at any such meeting, at which a quorum is present, shall be the act of the Trustees. In the absence of quorum, a majority of the Trustees present may adjourn the meeting from time to time until a quorum shall be present. Notice of any adjourned meeting need not be given. ARTICLE VI Shares of Beneficial Interest SECTION 1. Certificates of Beneficial Interest. Certificates for shares of beneficial interest of any series of shares of the Trust, if issued, shall be in such form as shall be approved by the Trustees. They shall be signed by, or in the name of, the Trust by the President and by the Treasurer and may, but need not be, sealed with seal of the Trust; provided, however, that where such certificate is signed by a transfer agent or a transfer clerk acting on behalf of the Trust or a registrar other than a Trustee, officer or employee of the Trust, the signature of the President or Treasurer and the seal may be facsimile. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on any such certificate or certificates, shall cease to be such officer or officers of the Trust whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Trust, such certificate or certificates may nevertheless be adopted by the Trust and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signatures shall have been used thereon had not ceased to be such officer or officers of the Trust. SECTION 2. Transfer of Shares. Transfers of shares of beneficial interest of any series of shares of the Trust shall be made only on the books of the Trust by the owner thereof or by his attorney thereunto authorized by a power of attorney duly executed and filed with the Secretary or a transfer agent, and only upon the surrender of any certificate or certificates for such shares. The Fund shall not impose any restrictions upon the transfer of the shares of any series of the Fund, but this requirement shall not prevent the charging of customary transfer agent fees. SECTION 3. Transfer Agent and Registrar; Regulations. The Trust shall, if and whenever the Trustees shall so determine, maintain one or more transfer offices or agencies, each in the charge of a transfer agent designated by the Trustees, where the shares of beneficial interest of the Trust shall be directly transferable. The Trust shall, if and whenever the Trustees shall so determine, maintain one or more registry offices, each in the charge of a registrar designated by the Trustees, where such shares shall be registered, and no certificate for shares of the Trust in respect of which a transfer agent and/or registrar shall have been designated shall be valid unless countersigned by such transfer agent and/or registered by such registrar. The principal transfer agent shall be in the Commonwealth of Massachusetts and shall have charge of the stock transfer books, lists and records, which shall be kept in Massachusetts in an office which shall be deemed to be the stock transfer office of the Trust. The Trustees may also make such additional rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of the Trust. SECTION 4. Closing of Transfer Books and Fixing Record Date. The Trustees may fix in advance a time which shall be not more than sixty (60) days before the date of any meeting of shareholders, or the date for the payment of any dividend or the making of any distribution to shareholders or the last day on which the consent or dissent of shareholders may be effectively expressed for any purpose, as the record date for determining the shareholders having the right to notice of and to vote at such meeting, and any adjournment thereof, or the right to receive such dividend or distribution or the right to give such consent or dissent, and in such case only shareholders of record on such record date shall have such right, notwithstanding any transfer of shares on the books of the Trust after the record date. The Trustees may, without fixing such record date, close the transfer books for all or any part of such period for any of the foregoing purposes. SECTION 5. Lost, Destroyed or Mutilated Certificates. The holder of any shares of a series of the Trust shall immediately notify the Trust of any loss, destruction or mutilation of the certificate therefor, and the Trustees may, in their discretion, cause new certificate or certificates to be issued to him, in case of mutilation of the certificate, upon the surrender of the mutilated certificate, or, in case of loss or destruction of the certificate, upon satisfactory proof of such loss or destruction and, in any case, if the Trustees shall so determine, upon the delivery of a bond in such form and in such sum and with such surety or sureties as the Trustees may direct, to indemnify the Trust against any claim that may be made against it on account of the alleged loss or destruction of any such certificate. SECTION 6. Record Owner of Stock. The Trust shall be entitled to treat the person in whose name any share of a series of the Trust is registered on the books of the Trust as the owner thereof, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person. ARTICLE VII Fiscal Year The fiscal year of the Trust shall be the calendar year, provided, however, that the Trustees may from time to time change the fiscal year. ARTICLE VIII Seal The Trustees may adopt a seal of the Trust which shall be in such form and shall have such inscription thereon as the Trustees may from time to time prescribe. ARTICLE IX Inspection of Books The Trustees shall from time to time determine whether and to what extent, and at what times and places, and under what conditions and regulations the accounts and books of the Trust or any of them shall be open to the inspection of the shareholders; and no shareholder shall have any right of inspecting any account or book or document of the Trust except as conferred by law or authorized by the Trustees or by resolution of the shareholders. ARTICLE X Custodian The following provisions shall apply to the employment of the Custodian pursuant to Article VII of the Declaration of Trust and to any contract entered into with the Custodian so employed: (a) The Trustees shall cause to be delivered to the Custodian all securities owned by the Trust or to which it may become entitled, and shall order the same to be delivered by the Custodian only in completion of a sale, exchange, transfer, pledge, loan, or other disposition thereof, against receipt by the Custodian of the consideration therefor or a certificate of deposit or a receipt of an issuer or of its transfer agent, or to a securities depository as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended, all as the Trustees may generally or from time to time require or approve, or to a successor Custodian; and the Trustees shall cause all funds owned by the Trust or to which it may become entitled to be paid to the Custodian, and shall order the same disbursed only for investment against delivery of the securities acquired, or in payment of expenses, including management compensation, and liabilities of the Trust, including distributions to shareholders, or to a successor Custodian. (b) In case of the resignation, removal or inability to serve of any such Custodian, the Trustees shall promptly appoint another bank or trust company meeting the requirements of said Article VII as successor Custodian. The agreement with the Custodian shall provide that the retiring Custodian shall, upon receipt of notice of such appointment, deliver the funds and property of the Trust in its possession to and only to such successor, and that pending appointment of a successor Custodian, or a vote of the shareholders to function without a Custodian, the Custodian shall not deliver funds and property of the Trust to the Trustees, but may deliver them to a bank or trust company doing business in Boston Massachusetts, of its own selection, having an aggregate capital, surplus and undivided profits, as shown by its last published report, of not less than $2,000,000, as the property of the Trust to be held under terms similar to those on which they were held by the retiring Custodian. ARTICLE XI Limitation of Liability and Indemnification SECTION 1. Limitation of Liability. Provided they have exercised reasonable care and have acted under the reasonable belief that their actions are in the best interest of the Trust, the Trustees shall not be responsible for or liable in any event for neglect or wrongdoing of them or any officer, agent, employee or investment adviser of the Trust, but nothing contained in the Declaration of Trust or herein shall protect any Trustee against any liability to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office. SECTION 2. Indemnification of Trustees and Officers. The Trust shall indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or has been a Trustee, officer, employee or agent of the Trust, or is or has been serving at the request of the Trust as a Trustee, director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, provided that: (a) such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Trust, (b) with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful, (c) unless ordered by a court, indemnification shall be made only as authorized in the specific case upon a determination that indemnification of the Trustee, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subparagraphs (a) and (b) above and (e) below,such determination to be made based upon a review of readily available facts (as opposed to a full trial-type inquiry) by (i) vote of a majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees then in office act on the matter) or (ii) by independent legal counsel in a written opinion. (d) in the case of an action or suit by or in the right of the Trust to procure a judgment in its favor, no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjusted to be liable for negligence or misconduct in the performance of his duty to the Trust unless and only to the extent that the court in which such action or suit is brought, or a court of equity in the county in which the Trust has its principal office, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, he is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper, and (e) no indemnification or other protection shall be made or given to any Trustee or officer of the Trust against any liability to the Trust or to its security holders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office. Expenses (including attorneys' fees) incurred with respect to any claim, action, suit or proceeding of the character described in the preceding paragraph shall be paid by the Trust in advance of the final disposition thereof upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Trust as authorized by this Article, provided that either: (1) such undertaking is secured by a surety bond or some other appropriate security provided by the recipient, or the Trust shall be insured against losses arising out of any such advances; or (2) a majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees act on the matter) or an independent legal counsel in a written opinion shall determine, based upon a review of readily available facts(as opposed to a full trial-type inquiry), that there is reason to believe that the recipient ultimately will be found entitled to indemnification. As used in this Section 2, a "Disinterested Trustee" is one who is not (i) an "Interested Person", as defined in the Act, of the Trust (including anyone who has been exempted from being an "Interested Person" by any rule, regulation, or order of the Securities and Exchange Commission), or (ii) involved in the claim, action, suit or proceeding. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Trust, or with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. SECTION 3. Indemnification of Shareholders. In case any shareholder or former shareholder shall be held to be personally liable solely by reason of his being or having been a shareholder and not because of his acts or omissions or for some other reason, the shareholder or former shareholder (or his heirs, executors, administrators or other legal representatives or, in the case of a corporation or other entity, its corporate or other general successor) shall be entitled out of the assets of the appropriate series of the Trust to be held harmless from and indemnified against all loss and expense arising from such liability. The Trust shall, upon request by the shareholder, assume the defense of any claim made against any shareholder for any act or obligation of the Trust and satisfy any judgment thereon. ARTICLE XII Underwriting Arrangements Any contract entered into for the sale of shares of the Trust pursuant to Article VIII, Section 2 of the Declaration of Trust shall require the other party thereto (hereinafter called the "underwriter") whether acting as principal or as agent to use reasonable efforts, consistent with the other business of the underwriter, to secure purchasers for the shares of the Trust. The underwriter may be granted the right (a) To purchase as principal, from the Trust, at not less than net asset value per share, the shares needed, but no more than the shares needed (except for clerical errors and errors of transmission), to fill unconditional orders for shares of the Trust received by the underwriter. (b) To purchase as principal, from shareholders of the Trust at not less than net asset value per share such shares as may be presented to the Trust, or the transfer agent of the Trust, for redemption and as may be determined by the underwriter in its sole discretion. (c) to resell any such shares purchased at not less than net asset value per share. ARTICLE XIII Report to Shareholders The Trustees shall at least semi-annually submit to the shareholders a written financial report of the transactions of the Trust including financial statements which shall at least annually be certified by independent public accountants. ARTICLE XIV Certain Transactions SECTION 1. Long and Short Positions. Except as hereinafter provided, no officer or Trustee and no partner, officer, director or shareholder of the manager or investment adviser of the Trust or of the underwriter of the Trust, and no manager or investment adviser or underwriter of the Trust, shall take long or short positions in the securities issued by the Trust. (a) The foregoing provision shall not prevent the underwriter from purchasing from the Trust shares of the Trust from the Trust if such purchases are limited (except for reasonable allowances for clerical errors, delays and errors of transmission and cancellation of orders) to purchases for the purpose of filling orders for such shares received by the underwriter, and provided that orders to purchase from the Trust are entered with the Trust or the Custodian promptly upon receipt by the underwriter of purchase orders for such shares, unless the underwriter is otherwise instructed by its customer. (b) The foregoing provision shall not prevent the underwriter from purchasing shares of the Trust as agent for the account of the Trust. (c) The foregoing provision shall not prevent the purchase from the Trust or from the underwriter of shares issued by the Trust by any officer or Trustee of the Trust or by any partner, officer, director or shareholder of the manager or investment adviser of the Trust at the price available to the public generally at the moment of such purchase or, to the extent that any such person is a shareholder, at the price available to shareholders of the Trust generally at the moment of such purchase, or as described in the current Prospectus of the Trust. SECTION 2. Loans of Trust Assets. The Trust shall not lend assets of the Trust to any officer or Trustee of the Trust, or to any partner, officer, director or shareholder of, or person financially interested in, the manager or investment adviser of the Trust, or the underwriter of the Trust, or to the manager or investment adviser of the Trust or to the underwriter of the Trust. SECTION 3. Miscellaneous. The Trust shall not permit any officer or Trustee, or any officer or director of the manager or investment adviser or underwriter of the Trust, to deal for or on behalf of the Trust with himself as principal or agent, or with any partnership, association or corporation in which he has a financial interest; provided that the foregoing provisions shall not prevent (i) officers and Trustees of the Trust from buying, holding or selling shares in the Trust, or from being partners, officers or directors of or otherwise financially interested in the manager or investment adviser or underwriter of the Trust; (ii) purchases or sales of securities or other property by the Trust from or to an affiliated person or to the manger or investment adviser or underwriter of the Trust if such transaction is exempt from the applicable provisions of the Act; (iii) purchases of investment from the portfolio of the Trust or sales of investments owned by the Trust through a security dealer who is, or one or more of whose partners, shareholders, officers or directors is, an officer or Trustee of the Trust, if such transactions are handled in the capacity of broker only and commissions charged do not exceed customary brokerage charges for such services; (iv) employment of legal counsel, registrar, transfer agent, dividend disbursing agent or custodian who is, or has a partner, shareholder, officer or director who is, an officer or Trustee of the Trust if only customary fees are charged for services to the Trust; (v) sharing statistical, research, legal and management expenses and office hire and expenses with any other investment company in which an officer or Trustee of the Trust is an officer, trustee or director or otherwise financially interested. References to the manager or investment adviser of the Trust contained in this Article XIV shall also be deemed to refer to any sub-adviser appointed in accordance with Article VIII, Section 1 of the Declaration of Trust. ARTICLE XV Amendments Except as provided in Section 3 of Article I of these By-Laws for the portions of such Section 3 referred to therein, these By-Laws may be amended at any meeting of the Trustees by a vote of a majority of the Trustees then in office. ********** EX-99.5(A)(1) 5 INVESTMENT ADVISORY CONTRACT 12/21/87 THE WRIGHT MANAGED BOND TRUST INVESTMENT ADVISORY CONTRACT CONTRACT made this 21st day of December, 1987, between THE WRIGHT MANAGED BOND TRUST, a Massachusetts business trust (the "Trust") and The Winthrop Corporation, a Connecticut corporation doing business as WRIGHT INVESTORS' SERVICE (the "Adviser"): 1. Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Contract. The Adviser will perform these duties with respect to any and all series of shares ("Funds") which may be established by the Trustees pursuant to the Trust's Declaration of Trust. Funds may be terminated and additional Funds established from time to time by action of the Trustees of the Trust. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for each Fund and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Funds and for administering the Trust's affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of its Funds. As investment adviser to the Funds, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of each Fund's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amended. The Adviser is authorized, in its discretion and without prior consultation with the Trust, to buy, sell, lend and otherwise trade in any stocks, bonds, options and other securities and investment instruments on behalf of the Funds, to purchase, write or sell options on securities, futures contracts indices on behalf of the Funds, to enter into commodities contracts on behalf of the Funds, including contracts for the future delivery of securities or currency and futures contracts on securities or other indices, and to execute any and all agreements and instruments and to do any and all things incidental thereto in connection with the management of the Funds. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for any or all of the Funds and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Funds, all actions which it deems necessary or desirable to implement the investment policies of the Trust and of each Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of a Fund with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Fund to give instructions to the custodian of the Fund as to deliveries of securities and payments of cash for the account of a Fund or the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute portfolio security transactions at prices which are advantageous to the Funds and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services and products (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to cause the Funds to pay any broker or dealer who provides such brokerage and research service and products a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services and products provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of a Fund or the Trust or of other investment companies sponsored by the Adviser. 2. Compensation of the Adviser. For the services, payments and facilities to be furnished hereunder by the Adviser, the Trust shall pay to the Adviser on the last day of each month a fee equal to a percentage of the average daily net assets of each Fund of the Trust throughout the month, computed in accordance with the Trust's Declaration of Trust and any applicable votes of the Trustees of the Trust, as shown in the following table. Monthly Advisory Fee Rates ------------------------------------------------------------------------------------- Under $100 Million $250 Million $500 Million $100 to to to Over Million $250 Million $500 Million $1 Billion $1 Billion Wright Government Obligations Fund (WGOF) 0.033333% 0.038333% 0.035% 0.031666% 0.0278% Wright Near Term Bond Fund (WNTB) 0.033333% 0.038333% 0.035% 0.031666% 0.0278% Wright Total Return Bond Fund (WTRB) 0.033333% 0.038333% 0.035% 0.031666% 0.0278% Wright Tax Free Bond Fund (WTFB) 0.033333% 0.038333% 0.035% 0.031666% 0.0278% Wright Tax Free Income Fund (WTFI) 0.033333% 0.038333% 0.035% 0.031666% 0.0278% Wright Current Income Fund (WCIF) 0.033333% 0.038333% 0.035% 0.031666% 0.0278%
In case of initiation or termination of the Contract during any month with respect to any Fund, the Fund's fee for that month shall be reduced proportionately on the basis of the number of calendar days during which the Contract is in effect and the fee shall be computed upon the average net assets for the business days the Contract is so in effect for that month. The Adviser may, from time to time, waive all or a part of the above compensation. 3. Allocation of Charges and Expenses. It is understood that the Trust will pay all its expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Trust shall include, without implied limitation (i) expenses of maintaining the Trust and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the purchase or sale of securities, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, repurchase and redemption of shares, (viii) expenses of registering and qualifying the Trust and its shares under federal and state securities laws and of preparing and printing prospectuses for such purposes and for distributing the same to shareholders and investors, and fees and expenses of registering and maintaining registration of the Trust and of the Trust's principal underwriter, if any, as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds and securities, keeping of books and accounts and determination of net asset value), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing shareholder accounts, (xvi) any direct charges to shareholders approved by the Trustees of the Trust, (xvii) compensation of and any expenses of Trustees of the Trust, (xviii) all payments to be made and expenses to be assumed by the Trust pursuant to any one or more distribution plans adopted by the Trust pursuant to Rule 12b-1 under the Investment Company Act of 1940, (xix) the administration fee payable to the Trust's administrator, and (xx) such nonrecurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees and officers with respect thereto. 4. Other Interests. It is understood that Trustees, officers and shareholders of the Trust are or may be or become interested in the Adviser as directors, officers, employees, stockholders or otherwise and that directors, officers employees and stockholders of the Adviser are or may be or become similarly interested in the Trust, and that the Adviser may be or become interested in the Trust as a shareholder or otherwise. It is also understood that directors, officers, employees and stockholders of the Adviser are or may be or become interested (as directors, trustees, officers, employees, stockholders or otherwise) in other companies or entities (including, without limitation, other investment companies) which the Adviser may organize, sponsor or acquire, or with which it may merge or consolidate, and which may include the words "Wright" or "Wright Investors" or any combination thereof as part of their names, and that the Adviser or its subsidiaries or affiliates may enter into advisory or management agreements or other contracts or relationships with such other companies or entities. 5. Limitation of Liability of the Adviser. The services of the Adviser to the Trust are not to be deemed to be exclusive, the Adviser being free to render services to others and engage in other business activities. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Trust or to any shareholder of the Trust for any act or omission in the course of, or connected with, rendering services hereunder or for any losses which may be sustained in the purchase, holding or sale of any security. 6. Sub-Investment Advisers. The Adviser may employ one or more sub-investment advisers from time to time to perform such of the acts and services of the Adviser, including the selection of brokers or dealers to execute the Trust's portfolio security transactions, and upon such terms and conditions as may be agreed upon between the Adviser and such sub-investment adviser and approved by the Trustees of the Trust. 7. Duration and Termination of this Contract. This Contract shall become effective upon the date of its execution, and, unless terminated as herein provided, shall remain in full force and effect as to each Fund to and including February 28, 1989 and shall continue in full force and effect indefinitely thereafter, but only so long as such continuance after February 28, 1989 is specifically approved at least annually (i) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of that Fund and (ii) by the vote of a majority of those Trustees of the Trust who are not interested persons of the Adviser or the Trust cast in person at a meeting called for the purpose of voting on such approval. Either party hereto may, at any time on sixty (60) days' prior written notice to the other, terminate this Contract as to any Fund, without the payment of any penalty, by action of its Board of Directors or Trustees, as the case may be, and the Trust may, at any time upon such written notice to the Adviser, terminate this Contract as to any Fund by vote of a majority of the outstanding voting securities of that Fund. This Contract shall terminate automatically in the event of its assignment. 8. Amendments of the Contract. This Contract may be amended as to any Fund by a writing signed by both parties hereto, provided that no amendment to this Contract shall be effective as to that Fund until approved (i) by the vote of a majority of those Trustees of the Trust who are not interested persons of the Adviser or the Trust cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the outstanding voting securities of that Fund. 9. Limitation of Liability. The Adviser expressly acknowledges the provision in the Declaration of Trust of the Trust (Article XIV, Section 2) limiting the personal liability of shareholders of the Trust, and the Adviser hereby agrees that it shall have recourse only to the Trust for payment of claims or obligations as between the Trust and Adviser arising out of this Contract and shall not seek satisfaction from the shareholders or any shareholder of the Trust. 10. Certain Definitions. The terms "assignment" and "interested persons" when used herein shall have the respective meanings specified in the Investment Company Act of 1940 as now in effect or as hereafter amended subject, however, to such exemptions as may be granted by the Securities and Exchange Commission by any rule, regulation or order. The term "vote of a majority of the outstanding voting securities of that Fund" shall mean the vote of the lesser of (a) 67 per centum or more of the shares of the particular Fund present or represented by proxy at the meeting if the holders of more than 50 per centum of the outstanding shares of the particular Fund are present or represented by proxy at the meeting, or (b) more than 50 per centum of the outstanding shares of the particular Fund. 11. Use of the Name "Wright." The Adviser hereby consents to the use by the Trust of the name "Wright" as part of the Trust's name and the name of each Fund; provided, however, that such consent shall be conditioned upon the employment of the Adviser or one of its affiliates as the investment adviser of the Trust. The name "Wright" or any variation thereof may be used from time to time in other connections and for other purposes by the Adviser and its affiliates and other investment companies that have obtained consent to use the name "Wright." The Adviser shall have the right to require the Trust to cease using the name "Wright" as part of the Trust's name and the name of each Fund if the Trust ceases, for any reason, to employ the Adviser or one of its affiliates as the Trust's investment adviser. Future names adopted by the Trust for itself and its Funds, insofar as such names include identifying words requiring the consent of the Adviser, shall be the property of the Adviser and shall be subject to the same terms and conditions. THE WRIGHT MANAGED BOND TRUST THE WINTHROP CORPORATION D/B/A/ WRIGHT INVESTORS' SERVICE By/s/ Peter M. Donovan By/s/ John Winthrop Wright - ---------------------- -------------------------- President President EX-99.5(A)(2) 6 INVESTMENT ADVISORY CONTRACT 4/1/91 THE WRIGHT MANAGED INCOME TRUST (on behalf of Wright U.S. Treasury Money Market Fund) INVESTMENT ADVISORY CONTRACT CONTRACT made this 1st day of April, 1991, between THE WRIGHT MANAGED INCOME TRUST, a Massachusetts business trust (the "Trust") on behalf of Wright U.S. Treasury Money Market Fund (the "Fund"), and The Winthrop Corporation, a Connecticut corporation doing business as WRIGHT INVESTORS' SERVICE (the "Adviser"): 1. Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Fund and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Contract. The Adviser hereby accepts such employment, and undertakes to afford to the Fund the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Fund and to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund and for administering the Fund's affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust or the Fund in any way or otherwise be deemed an agent of the Trust or the Fund. The Adviser shall provide the Fund with such investment management and supervision as the Fund may from time to time consider necessary for the proper supervision of the Fund. As investment adviser to the Fund, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the Fund's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amended. The Adviser is authorized, in its discretion and without prior consultation with the Trust, to buy, sell, lend and otherwise trade in any stocks, bonds, options and other securities and investment instruments on behalf of the Fund, to purchase, write or sell options on securities, futures contracts indices on behalf of the Fund, to enter into commodities contracts on behalf of the Fund, including contracts for the future delivery of securities or currency and futures contracts on securities or other indices, and to execute any and all agreements and instruments and to do any and all things incidental thereto in connection with the management of the Fund. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Fund, all actions which it deems necessary or desirable to implement the investment policies of the Fund. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Fund to give instructions to the custodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute portfolio security transactions at prices which are advantageous to the Fund and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services and products (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to cause the Fund to pay any broker or dealer who provides such brokerage and research service and products a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of the Fund, the Trust or other investment companies sponsored by the Adviser. 2. Compensation of the Adviser. For the services, payments and facilities to be furnished hereunder by the Adviser, the Trust shall pay to the Adviser on behalf of the Fund on the last day of each month a fee based on the following annual percentage of the average daily net assets of the Fund throughout the month, computed in accordance with the Trust's Declaration of Trust and any applicable votes of the Trustees of the Trust: 0.35% of such average daily net assets under $100 million; 0.32% of such average daily net assets from $100 million to $500 million; and 0.30% of such average daily net assets exceeding $500 million. In case of initiation or termination of the Contract during any month with respect to any Fund, the Fund's fee for that month shall be reduced proportionately on the basis of the number of calendar days during which the Contract is in effect and the fee shall be computed upon the average net assets for the business days the Contract is so in effect for that month. The Adviser may, from time to time, reduce all or a part of the above compensation. 3. Allocation of Charges and Expenses. It is understood that the Fund will pay all its expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Fund shall include, without implied limitation its proportionate share of (i) expenses of maintaining the Trust and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the purchase or sale of securities, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, repurchase and redemption of shares, (viii) expenses of registering and qualifying the Trust and the Fund's shares under federal and state securities laws and of preparing and printing prospectuses for such purposes and for distributing the same to shareholders and investors, and fees and expenses of registering and maintaining registration of the Trust and of the Trust's principal underwriter, if any, as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds and securities, keeping of books and accounts and determination of net asset value), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing shareholder accounts, (xvi) any direct charges to shareholders approved by the Trustees of the Trust, (xvii) compensation of and any expenses of Trustees of the Trust, (xviii) all payments to be made and expenses to be assumed by the Trust or the Fund pursuant to any one or more distribution plans adopted by the Trust pursuant to Rule 12b-1 under the Investment Company Act of 1940, (xix) the administration fee payable to the Fund's administrator, and (xx) such nonrecurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees and officers with respect thereto. 4. Other Interests. It is understood that Trustees, officers and shareholders of the Trust are or may be or become interested in the Adviser as directors, officers, employees, stockholders or otherwise and that directors, officers employees and stockholders of the Adviser are or may be or become similarly interested in the Trust or the Fund, and that the Adviser may be or become interested in the Trust or the Fund as a shareholder or otherwise. It is also understood that directors, officers, employees and stockholders of the Adviser are or may be or become interested (as directors, trustees, officers, employees, stockholders or otherwise) in other companies or entities (including, without limitation, other investment companies) which the Adviser may organize, sponsor or acquire, or with which it may merge or consolidate, and which may include the words "Wright" or "Wright Investors" or any combination thereof as part of their names, and that the Adviser or its subsidiaries or affiliates may enter into advisory or management agreements or other contracts or relationships with such other companies or entities. 5. Limitation of Liability of the Adviser. The services of the Adviser to the Fund are not to be deemed to be exclusive, the Adviser being free to render services to others and engage in other business activities. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Trust or to any shareholder of the Trust for any act or omission in the course of, or connected with, rendering services hereunder or for any losses which may be sustained in the purchase, holding or sale of any security. 6. Sub-Investment Advisers. The Adviser may employ one or more sub-investment advisers from time to time to perform such of the acts and services of the Adviser, including the selection of brokers or dealers to execute the Fund's portfolio security transactions, and upon such terms and conditions as may be agreed upon between the Adviser and such sub-investment adviser and approved by the Trustees of the Trust. 7. Duration and Termination of this Contract. This Contract shall become effective upon the date of its execution, and, unless terminated as herein provided, shall remain in full force and effect to and including February 28, 1993 and shall continue in full force and effect indefinitely thereafter, but only so long as such continuance after February 28, 1993 is specifically approved at least annually (i) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees of the Trust who are not interested persons of the Adviser or the Trust cast in person at a meeting called for the purpose of voting on such approval. Either party hereto may, at any time on sixty (60) days' prior written notice to the other, terminate this Contract without the payment of any penalty, by action of its Board of Directors or Trustees, as the case may be, and the Trust may, at any time upon such written notice to the Adviser, terminate this Contract by vote of a majority of the outstanding voting securities of the Fund. This Contract shall terminate automatically in the event of its assignment. 8. Amendments of the Contract. This Contract may be amended by a writing signed by both parties hereto, provided that no amendment to this Contract shall be effective until approved (i) by the vote of a majority of those Trustees of the Trust who are not interested persons of the Adviser or the Trust cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the outstanding voting securities of the Fund. 9. Limitation of Liability. The Adviser expressly acknowledges the provision in the Declaration of Trust of the Trust (Article XIV, Section 2) limiting the personal liability of shareholders of the Trust, and the Adviser hereby agrees that it shall have recourse only to the Fund for payment of claims or obligations as between the Fund and Adviser arising out of this Contract and shall not seek satisfaction from the shareholders or any shareholder of the Trust or from any other series of the Trust. 10. Certain Definitions. The terms "assignment" and "interested persons" when used herein shall have the respective meanings specified in the Investment Company Act of 1940 as now in effect or as hereafter amended subject, however, to such exemptions as may be granted by the Securities and Exchange Commission by any rule, regulation or order. The term "vote of a majority of the outstanding voting securities of that Fund" shall mean the vote of the lesser of (a) 67 per centum or more of the shares of the Fund present or represented by proxy at the meeting if the holders of more than 50 per centum of the outstanding shares of the Fund are present or represented by proxy at the meeting, or (b) more than 50 per centum of the outstanding shares of the Fund. 11. Use of the Name "Wright". The Adviser hereby consents to the use by the Trust of the name "Wright" as part of the names of the Trust and the Fund; provided, however, that such consent shall be conditioned upon the employment of the Adviser or one of its affiliates as the investment adviser of the Trust and the Fund. The name "Wright" or any variation thereof may be used from time to time in other connections and for other purposes by the Adviser and its affiliates and other investment companies that have obtained consent to use the name "Wright". The Adviser shall have the right to require the Trust and the Fund to cease using the name "Wright" as part of the Trust's name and the name of the Fund if the Trust ceases, for any reasons, to employ the Adviser or one of its affiliates as the Trust's investment adviser. Future names adopted by the Trust for itself and the Fund, insofar as such names include identifying words requiring the consent of the Adviser, shall be the property of the Adviser and shall be subject to the same terms and conditions. THE WRIGHT MANAGED INCOME TRUST THE WINTHROP CORPORATION (on behalf of Wright U.S. D/B/A/ WRIGHT INVESTORS' SERVICE Treasury Money Market Fund) By/s/ Peter M. Donovan By/s/ John Winthrop Wright --------------------- ------------------------- President President EX-99.5(B)(1) 7 ADMINISTRATION AGREEMENT 11/1/90 THE WRIGHT MANAGED BOND TRUST ADMINISTRATION AGREEMENT AGREEMENT originally made this 21st day of December, 1987, by and between THE WRIGHT MANAGED BOND TRUST, a Massachusetts business trust (the "Trust"), and EATON VANCE MANAGEMENT, INC., a Massachusetts corporation, and re-executed this 1st day of November, 1990, by and between the Trust and Eaton Vance Management, a Massachusetts business trust (the "Administrator") which is the successor to Eaton Vance Management, Inc. in a transaction qualifying under Rule 2a-6 under the Investment Company Act of 1940: 1. Duties of the Administrator. The Trust hereby employs the Administrator to administer the affairs of the Trust, subject to the supervision of the Trustees of the Trust for the period and on the terms set forth in this Agreement. The Administrator shall perform these duties with respect to any and all series of shares ("Funds") which may be established by the Trustees pursuant to the Declaration of Trust of the Trust. Funds may be terminated and additional Funds established from time to time by action of the Trustees of the Trust. The Administrator hereby accepts such employment, and agrees to administer the Trust's business affairs and, in connection therewith, to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for administering the affairs of the Trust, and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Administrator's organization and all personnel of the Administrator performing management and administrative services for the Trust. The Administrator shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. 2. Compensation of the Administrator. For the services, payments and facilities to be furnished hereunder by the Administrator, the Trust shall pay to the Administrator on the last day of each month a fee equal to a percentage of the average daily net assets of each Fund of the Trust throughout the month, computed in accordance with the Declaration of Trust of the Trust and any applicable votes of the Trustees of the Trust, as shown in the following table. Monthly Administration Fee Rates Under $100 Million $250 Million Over $100 to to $500 Million $250 Million $500 Million Million ------- ------------ ------------ ------- Wright Government Obligations Fund (WG 1/120 of 1% 1/300 of 1% 1/400 of 1% 1/600 of 1% Wright Insured Tax Free Bond Fund (WTFB) 1/120 of 1% 1/300 of 1% 1/400 of 1% 1/600 of 1% Wright Near Term Bond Fund (WNTB) 1/120 of 1% 1/300 of 1% 1/400 of 1% 1/600 of 1% Wright Total Return Bond Fund (WTRB) 1/120 of 1% 1/300 of 1% 1/400 of 1% 1/600 of 1% Wright Tax Free Income Fund (WTFI) 1/120 of 1% 1/300 of 1% 1/400 of 1% 1/600 of 1% Wright Current Income Fund (WCIF) 1/120 of 1% 1/300 of 1% 1/400 of 1% 1/600 of 1%
In case of initiation or termination of the Agreement during any month with respect to any Fund, the fee for that month shall be reduced proportionately on the basis of the number of calendar days during which it is in effect and the fee shall be computed upon the average net assets for the business days it is so in effect for that month. The Administrator may, from time to time, waive all or a part of the above compensation. 3. Allocation of Charges and Expenses. It is understood that the Trust will pay all its expenses other than those expressly stated to be payable by the Administrator hereunder, which expenses payable by the Trust shall include, without implied limitation, (i) expenses of maintaining the Trust and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the purchase or sale of securities, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, repurchase and redemption of shares, (viii) expenses of registering and qualifying the Trust and its shares under federal and state securities laws and of preparing and printing prospectuses for such purposes and for distributing the same to shareholders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust's principal underwriter, if any, as a broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds and securities, keeping of books and accounts and determination of net asset value), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing shareholder accounts, (xvi) any direct charges to shareholders approved by the Trustees of the Trust, (xvii) compensation of and any expenses of Trustees of the Trust, (xviii) all payments to be made and expenses to be assumed by the Trust pursuant to any one or more distribution plans adopted by the Trust pursuant to Rule 12b-1 under the Investment Company Act of 1940, (xix) the investment advisory fee payable to the Trust's investment adviser, and (xx) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees and officers with respect thereto. 4. Other Interests. It is understood that Trustees, officers and shareholders of the Trust are or may be or become interested in the Administrator as trustees, officers, employees, shareholders or otherwise and that trustees, officers, employees and shareholders of the Administrator are or may be or become similarly interested in the Trust, and that the Administrator may be or become interested in the Trust as a shareholder or otherwise. It is also understood that trustees, officers, employees and shareholders of the Administrator may be or become interested (as directors, trustees, officers, employees, stockholders or otherwise) in other companies or entities (including, without limitation, other investment companies) which the Administrator may organize, sponsor or acquire, or with which it may merge or consolidate, and that the Administrator or its subsidiaries or affiliates may enter into advisory, management or administration agreements or other contracts or relationship with such other companies or entities. 5. Limitation of Liability of the Administrator. The services of the Administrator to the Trust are not to be deemed to be exclusive, the Administrator being free to render services to others and engage in other business activities. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Administrator, the Administrator shall not be subject to liability to the Trust or to any shareholder of the Trust for any act or omission in the course of, or connected with, rendering services hereunder or for any losses which may be sustained in the purchase, holding or sale of any security or other instrument, including options and futures contracts. 6. Duration and Termination of this Agreement. This Agreement shall become effective upon the date of its execution, and, unless terminated as herein provided, shall remain in full force and effect as to each Fund to and including February 28, 1991* and shall continue in full force and effect as to each Fund indefinitely thereafter, but only so long as such continuance after February 28, 1991* is specifically approved at least annually by the Trustees of the Trust. Either party hereto may, at any time on sixty (60) days' prior written notice to the other, terminate this Agreement as to any Fund, without the payment of any penalty, by action of the Trustees of the Trust or the trustees of the Administrator, as the case may be, and the Trust may, at any time upon such written notice to the Administrator, terminate this Agreement as to any Fund by vote of a majority of the outstanding voting securities of that Fund. This Agreement shall terminate automatically in the event of its assignment. 7. Amendments of the Agreement. This Agreement may be amended as to any Fund by a writing signed by both parties hereto, provided that no amendment to this Agreement shall be effective until approved by the vote of a majority of those Trustees of the Trust. 8. Limitation of Liability. The Administrator expressly acknowledges the provision in the Declaration of Trust of the Trust (Article XIV, Section 2) limiting the personal liability of shareholders of the Trust, and the Administrator hereby agrees that it shall have recourse to the Trust for payment of claims or obligations as between the Trust and the Administrator arising out of this Agreement and shall not seek satisfaction from the shareholders or any shareholder of the Trust. 9. Certain Definitions. The terms "assignment" and "interested persons" when used herein shall have the respective meanings specified in the Investment Company Act of 1940 as now in effect or as hereafter amended subject, however, to such exemptions as may be granted by the Securities and Exchange Commission by any rule, regulation or order. The term "vote of a majority of the outstanding voting securities of that Fund" shall mean the vote of the lesser of (a) 67 per centum or more of the shares of the particular Fund present or represented by proxy at the meeting of the holders of more than 50 per centum of the outstanding shares of the particular Fund are present or represented by proxy at the meeting, or (b) more than 50 per centum of the outstanding shares of the particular Fund. - -------- *As most recently continued in effect by the vote of the Board of Trustees of the Trust and by vote of a majority of those Trustees of the Trust who are not interested persons of Eaton Vance Management, Inc. (the Administrator's predecessor) and the Trust. 10. This Agreement, originally executed on December 21, 1987, has been re-executed by the Administrator and the Trust of November 1, 1990. THE WRIGHT MANAGED EATON VANCE MANAGEMENT BOND TRUST By:/s/ Peter M. Donovan By:/s/ Benjamin A. Rowland, Jr. -------------------- ---------------------------- President Vice President, and not individually EX-99.5(B)(2) 8 ADMINISTRATION AGREEMENT 4/1/91 THE WRIGHT MANAGED INCOME TRUST ADMINISTRATION AGREEMENT on behalf of Wright U.S. Treasury Money Market Fund AGREEMENT made this 1st day of April, 1991, by and between THE WRIGHT MANAGED INCOME TRUST, a Massachusetts business trust (the "TRUST"), and EATON VANCE MANAGEMENT, a Massachusetts business trust (the "Administrator") on behalf of Wright U.S.Treasury Money Market Fund (the "Fund"). 1. Duties of the Administrator. The Trust hereby employs the Administrator to administer the affairs of the Trust, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Administrator shall perform these duties with respect to any and all series of shares ("Funds") which may be established by the Trustees pursuant to the Declaration of Trust of the Trust. Funds may be terminated and additional Funds established from time to time by action of the Trustees of the Trust. The Administrator hereby accepts such employment, and agrees to administer the Trust's business affairs and, in connection therewith, to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for administering the affairs of the Trust and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Administrator's organization and all personnel of the Administrator performing management and administrative services for the Trust. The Administrator shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. 2. Compensation of the Administrator. For the services, payments and facilities to be furnished hereunder by the Administrator, the Fund shall pay to the Administrator on the last day of each month a fee equal to a percentage of the average daily net assets of the Fund throughout the month, computed in accordance with the Declaration of Trust of the Trust and any applicable votes of the Trustees of the Trust, as shown in the following table. Annual Administration Fee Rates --------------------------------- Under $100 Million $100 Million to $500 Million Over $500 Million - ------------------ ---------------------------- ----------------- 0.07% 0.03% 0.02% In case of initiation or termination of the Agreement during any month with respect to the Fund, the fee for that month shall be reduced proportionately on the basis of the number of calendar days during which it is in effect and the fee shall be computed upon the average net assets for the business days it is so in effect for that month. The Administrator may, from time to time, waive all or a part of the above compensation. 3. Allocation of Charges and Expenses. It is understood that the Fund will pay all its expenses other than those expressly stated to be payable by the Administrator hereunder, which expenses payable by the Fund shall include, without implied limitation, (i) expenses of maintaining the Fund and continuing its existence, (ii) registration of the Fund under the Investment Company Act of 1940, (iii) commissions, fees and other expenses connected with the purchase or sale of securities, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, repurchase and redemption of shares, (viii) expenses of registering and qualifying the Trust and its shares under federal and state securities laws and of preparing and printing prospectuses for such purposes and for distributing the same to shareholders and investors, and fees and expenses of registering and maintaining registrations of the Trust and of the Trust's principal underwriter, if any, as a broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds and securities, keeping of books and accounts and determination of net asset value), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing shareholder accounts, (xvi) any direct charges to shareholders approved by the Trustees of the Trust, (xvii) compensation of and any expenses of Trustees of the Trust, (xviii) all payments to be made and expenses to be assumed by the Trust pursuant to any one or more distribution plans adopted by the Trust pursuant to Rule 12b-1 under the Investment Company Act of 1940, (xix) the investment advisory fee payable to the Trust's investment adviser, and (xx) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees and officers with respect thereto. 4. Other Interests. It is understood that Trustees, officers and shareholders of the Trust are or may be or become interested in the Administrator as trustees, officers, employees, shareholders or otherwise and that trustees, officers, employees and shareholders of the Administrator are or may be or become similarly interested in the Trust, and that the Administrator may be or become interested in the Trust as a shareholder or otherwise. It is also understood that trustees, officers, employees and shareholders of the Administrator may be or become interested (as directors, trustees, officers, employees, stockholders or otherwise) in other companies or entities (including, without limitation, other investment companies) which the Administrator may organize, sponsor or acquire, or with which it may merge or consolidate, and that the Administrator or its subsidiaries or affiliates may enter into advisory, management or administration agreements or other contracts or relationship with such other companies or entities. 5. Limitation of Liability of the Administrator. The services of the Administrator to the Trust are not to be deemed to be exclusive, the Administrator being free to render services to others and engage in other business activities. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Administrator, the Administrator shall not be subject to liability to the Trust or to any shareholder of the Trust for any act or omission in the course of, or connected with, rendering services hereunder or for any losses which may be sustained in the purchase, holding or sale of any security or other instrument, including options and futures contracts. 6. Duration and Termination of this Agreement. This Agreement shall become effective upon the date of its execution, and, unless terminated as herein provided, shall remain in full force and effect to and including February 28, 1993 and shall continue in full force and effect indefinitely thereafter, but only so long as such continuance after February 28, 1993 is specifically approved at least annually by the Trustees of the Trust. Either party hereto may, at any time on sixty (60) days' prior written notice to the other, terminate this Agreement without the payment of any penalty, by action of the Trustees of the Trust or the trustees of the Administrator, as the case may be, and the Trust may, at any time upon such written notice to the Administrator, terminate this Agreement by vote of a majority of the outstanding voting securities of that Fund. This Agreement shall terminate automatically in the event of its assignment. 7. Amendments of the Agreement. This Agreement may be amended by a writing signed by both parties hereto, provided that no amendment to this Agreement shall be effective until approved by the vote of a majority of the Trustees of the Trust. 8. Limitation of Liability. The Administrator expressly acknowledges the provision in the Declaration of Trust of the Trust (Article XIV, Section 2) limiting the personal liability of shareholders of the Trust, and the Administrator hereby agrees that it shall have recourse to the Trust for payment of claims or obligations as between the Trust and the Administrator arising out of this Agreement and shall not seek satisfaction from the shareholders or any shareholder of the Trust. 9. Certain Definitions. The terms "assignment" and "interested persons" when used herein shall have the respective meanings specified in the Investment Company Act of 1940 as now in effect or as hereafter amended subject, however, to such exemptions as may be granted by the Securities and Exchange Commission by any rule, regulation or order. The term "vote of a majority of the outstanding voting securities of that Fund" shall mean the vote of the lesser of (a) 67 per centum or more of the shares of the particular Fund present or represented by proxy at the meeting of the holders of more than 50 per centum of the outstanding shares of the particular Fund are present or represented by proxy at the meeting, or (b) more than 50 per centum of the outstanding shares of the particular Fund. THE WRIGHT MANAGED INCOME TRUST EATON VANCE MANAGEMENT (on behalf of Wright U.S. Treasury Money Market Fund) By:/s/ Peter M. Donovan By:/s/ Barry Rowland Jr. -------------------- --------------------- President Vice President, and not individually EX-99.6 9 DISTRIBUTION CONTRACT DISTRIBUTION CONTRACT Distribution Contract dated December 19, 1984, between THE BOND FUND FOR BANK TRUST DEPARTMENTS (BFBT FUND), a Massachusetts business trust (the "Fund"), and MFBT CORPORATION, a Delaware corporation (the "Distributor"). In consideration of the mutual promises and undertakings herein contained, the parties hereto agree as follows: 1. Appointment as Distributor.The Fund hereby appoints the Distributor as a general distributor of shares of beneficial interest of all Portfolios of the Fund now in existence or hereafter created (the "shares"). Nothing herein shall be construed to prevent the Fund from employing other general distributors of the shares or to prohibit the Fund from acting as distributor of its shares, and the Fund reserves the right to sell its shares to investors upon applications received by the Fund or its agents. 2. Distributions by Distributor.The Distributor will have the right to obtain subscriptions for and to sell shares as agent of the Fund. The Distributor shall be under no obligation to effectuate any particular amount of sales of shares or to promote or make sales except to the extent the Distributor deems advisable. Nothing herein shall be deemed to obligate the Distributor to register or qualify as a broker or dealer in any state, territory or other jurisdiction in which it is not now registered or qualified or to maintain its registration or qualification in any state, territory or other jurisdiction in which it is now registered or qualified. 3. Sales Price. All subscriptions and sales of shares by the Distributor hereunder shall be at the applicable net asset value of the shares in accordance with the provisions of the current Prospectus of the Fund. No commission or other compensation for selling or obtaining subscriptions for shares shall be paid by the Fund or charged as a part of the subscription or selling price on any such sale or subscription, except to the extent that payments by the Fund may be authorized pursuant to a Rule 12b-1 Distribution Plan adopted by and then in effect with respect to the Fund. 4. Repurchase of Shares. The Distributor may act as agent for the Fund in connection with the repurchase of shares by the Fund upon the terms and conditions set forth in the then current Prospectus of the Fund. The Fund will reimburse the Distributor for any reasonable expenses incurred by the Distributor in connection with any such repurchase of shares for the account of the Fund. 5. Cooperation by Fund. The Fund agrees to execute such papers and to do such acts and things as shall from time to time be reasonably requested by the Distributor for the purpose of registering or qualifying and maintaining registration or qualification of the shares for sale under the so-called "Blue Sky" laws of any state or territory or for maintaining the registration of the Fund and of the shares under the Securities Act of 1933 and the Investment Company Act of 1940, to the end that there will be available for sale from time to time such number of shares as the Distributor may reasonably be expected to sell. The Fund will advise the Distributor promptly of (i) any action of the Securities and Exchange Commission or any authorities of any state or territory, of which it may be advised, affecting registration or qualification of the Fund or the shares, or rights to offer the shares for sale, and (ii) the happening of any event which makes untrue any statement in the registration statement or Prospectus or which requires the making of any change in the registration statement or Prospectus in order to make the statements therein not misleading. The Fund shall make available to the Distributor such copies of its currently effective Prospectus and of all information, financial statements and other papers as the Distributor shall reasonable request in connection with the distribution of shares of the Fund. 6. The Distributor as Independent Contractor. The Distributor shall be an independent contractor and neither the Distributor nor any of its officers or employees as such is or shall be an employee of the Fund. The Distributor is responsible for its own conduct and the employment, control and conduct of its agents and employees and for injury to such agents or employees or to others through its agents or employees. The Distributor assumes full responsibility for its agents and employees under applicable statutes and agrees to pay all employer taxes thereunder. 7. Representation. The Distributor is not authorized by the Fund to give any information or to make any representations other than those contained in the registration statement or Prospectus filed with the Securities and Exchange Commission under the Securities Act of 1933 (as said registration statement and Prospectus may be amended from time to time) or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund for the Distributor's use. Nothing herein shall be construed to prevent the Distributor from preparing and distributing sales literature or other material as it may deem appropriate. 8. Expenses Payable by the Fund. The Fund shall pay for and affix any stock issue stamps (or in the case of treasury shares transfer stamps) required for the issue (or transfer) of shares of the Fund. The Fund shall pay all fees and expenses in connection with (a) the preparation and filing of any registration statement and Prospectus under the Securities Act of 1933 or the Investment Company Act of 1940 and amendments thereto, (b) the registration or qualification of shares for sale in the various states, territories or other jurisdictions (including without limitation the registering or qualifying the Fund as a broker or dealer or any officer of the Fund as agent or salesman in any state, territory or other jurisdiction), (c) the preparation and distribution of any report or other communication to shareholders of the Fund in their capacity as such, and (d) the preparation and distribution of any Prospectuses sent to existing shareholders of the Fund. The Fund shall also make all payments (including but not limited to expenses) pursuant to any written plan or agreement relating to the implementation of such plan approved in accordance with Rule 12b-1 under the Investment Company Act of 1940 in connection with the distribution of its shares. 9. Expenses Payable by the Distributor. The Distributor or its parent will defray expenses of (a) printing and distributing any Prospectuses or reports prepared for its use in connection with the offering of the shares for sale to the public (other than to existing shareholders of the Fund), (b) any other literature used by the Distributor in connection with such offering, and (c) any advertising in connection with such offering, unless any of the expenses listed in subparagraphs (a), (b) or (c) of this paragraph 9 are to be paid by the Fund under a 12b-1 plan or agreement relating to the implementation of such plan as described in paragraph 8 hereof. 10. Indemnification of the Distributor. The Fund agrees to indemnify and hold harmless the Distributor and each of its directors and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees incurred in connection therewith), arising by reason of any person acquiring any shares, based upon the ground that the registration statement, Prospectus, shareholder reports or other information filed or made public by the Fund as from time to time amended and supplemented, included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and arising under the Securities Act of 1933, or any other statute or the common law, provided, however, that the Fund does not agree to so indemnify the Distributor or hold it harmless to the extent that such statement or omission was made on reliance upon, and in conformity with, information furnished to the Fund in connection therewith by or on behalf of the Distributor; and provided, further, that in no case (i) is the indemnity of the Fund in favor of the Distributor or any person indemnified to be deemed to protect the Distributor or any such person against any liability to the Fund or its security holders to which the Distribution Contract or any controlling person would otherwise be subject by reason of wilful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Fund to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Distributor or any person indemnified unless the Distributor or such person, as the case may be, shall have notified the Fund in writing of such claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or such person (or after the Distributor or such person shall have received notice of such service on any designated agent), but failure to notify the Fund of any such claim shall not relieve it from any liability which it may have to the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Fund shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any such claim, but if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by it and satisfactory to the Distributor or such person or persons, defendant or defendants in the suit. In the event the Fund elects to assume the defense of any such suit and retain such counsel, the Distributor, such officers or directors or such controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Fund does not elect to assume the defense of any such suit, it will reimburse the Distributor, such officers or directors or such controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. The Fund agrees promptly to notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or trustees in connection with the issuance or sale of any of the shares. 11. Indemnification of the Fund. The Distributor agrees that it will indemnify and hold harmless the Fund and each of its trustees and officers and each person, if any, who controls the Fund within the meaning of Section 15 of the 1933 Act, against any loss, liability, damages, claim or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any shares, based upon the 1933 Act or any other statute or common law, alleging any wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, shareholder reports or other information filed or made public by the Fund, as from time to time amended, included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, insofar as any such statement or omission was made in reliance upon, and in conformity with information furnished to the Fund by or on behalf of the Distributor, provided, however, that in no case (i) is the indemnity of the Distributor in favor of the Fund or any person indemnified to be deemed to protect the Fund or any such person against any liability to which the Fund or any such person would otherwise be subject by reason of wilful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Contract, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or such person, as the case may be, shall have notified the Distributor in writing of such claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon such person (or after the Fund or such person shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve it from any liability which it may have to the Fund or any person against whom such action is brought otherwise than on account of is indemnity agreement contained in this paragraph. In the case on any such notice to the Distributor, the Distributor shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such claim, but if the Distributor elects to assume the defense, such defense shall be conducted by counsel chosen by the Distributor and satisfactory to the Fund, to its officers and directors and to any controlling person or persons, defendant or defendants in the suit. In the event that the Distributor elects to assume the defense of any such suit and retain such counsel, the Fund or such controlling persons, defendant or defendants in the suit, shall bear the fees and expense of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any such suit, it will reimburse the Fund, such officers and trustees or controlling person or persons, defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees promptly to notify the Fund of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the shares. 12. Effective Date, Termination and Amendment. This Contract shall become effective on the date of its execution and (unless terminated as herein provided) shall remain in full force and through and including February 28, 1985 and shall continue in full force and effect indefinitely thereafter, but only so long as such continuance after February 28, 1985 is specifically approved at least annually (a) by vote of a majority of the outstanding voting securities of the Fund or by the Trustees of the Fund, and (b) by the vote of a majority of the Trustees of the Fund who are not interested persons of the Fund or of the Distributor cast in person at a meeting called for the purpose of voting on such approval. This Contract may a any time be terminated without the payment of any penalty (1) by vote of the Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund, on 60 days' written notice to the Distributor, (2) automatically in the event of its assignment, and (3) by the Distributor on 60 days' written notice to the Fund. Any notice under this Contract shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the Boston office of such party. This Contract may be amended at any time by a writing signed by both parties hereto, provided that no amendment of this Contract shall be effective until approved (a) by vote of a majority of the outstanding voting securities of the Fund or by vote of the Trustees of the Fund, and (b) by the vote of a majority of the Trustees of the Fund who are not interested persons of the Fund or of the Distributor cast in person at a meeting called for the purpose of voting on such approval. 13. Limitation of Liability. The Distributor expressly acknowledges the provision in the Declaration of Trust of the Fund (Article XIV, Section 2) limiting the personal liability of shareholders of the Fund, and the Distributor hereby agrees that is shall have recourse to the Fund for payment of claims or obligations as between the Fund and the Distributor arising out of this Contract and shall not seek satisfaction from the shareholders or any shareholder of the Fund. 14. Certain Definitions. The terms "interested person", "vote of a majority of the outstanding voting securities" and "assignment" when used in this Contract shall have the respective meanings specified in the Investment Company Act of 1940, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission by any rule, regulation or order. IN WITNESS WHEREOF, each of the parties hereto has caused this Distribution Contract to be executed in its name and on its behalf by one of its officers thereunto duly authorized, all as of the day and year first above written. THE BOND FUND FOR BANK TRUST DEPARTMENTS (BFBT FUND) By /s/ H. Day Brigham Jr. ------------------------ Vice President MFBT CORPORATION By /s/ A.M. Moody III ------------------------ President EX-99.8(A) 10 CUSTODIAN AGREEMENT > MASTER CUSTODIAN AGREEMENT between WRIGHT MANAGED INVESTMENT FUNDS and INVESTORS BANK & TRUST COMPANY TABLE OF CONTENTS 1. Definitions................................................1-2 2. Employment of Custodian and Property to be held by it...... 3 3. Duties of the Custodian with Respect to Property of the Fund....................................... 3 A. Safekeeping and Holding of Property.................... 3 B. Delivery of Securities.................................3-6 C. Registration of Securities............................. 6 D. Bank Accounts.......................................... 6 E. Payments for Shares of the Fund........................ 7 F. Investment and Availability of Federal Funds........... 7 G. Collections............................................7-8 H. Payment of Fund Moneys.................................8-9 I. Liability for Payment in Advance of Receipt of Securities Purchased........................9-10 J. Payments for Repurchases of Redemptions of Shares of the Fund.................................. 10 K. Appointment of Agents by the Custodian................. 10 L. Deposit of Fund Portfolio Securities in Securities Systems.10-12 M. Deposit of Fund Commercial Paper in an Approved Book-Entry System for Commercial Paper............................12-14 N. Segregated Account..................................... 14 O. Ownership Certificates for Tax Purposes................ 14 P. Proxies................................................ 14 Q. Communications Relating to Fund Portfolio Securities... 15 R. Exercise of Rights; Tender Offers..................... 15 S. Depository Receipts...................................5-16 T. Interest Bearing Call or Time Deposits................ 16 U. Options, Futures Contracts and Foreign Currency Transactions.16-17 V. Actions Permitted Without Express Authority..........17-18 4. Duties of Bank with Respect to Books of Account and Calculations of Net Asset Value................... 18 5. Records and Miscellaneous Duties..........................8-19 6. Opinion of Fund`s Independent Public Accountants.......... 19 7. Compensation and Expenses of Bank......................... 19 8. Responsibility of Bank...................................19-20 9. Persons Having Access to Assets of the Fund.............. 20 10. Effective Period,Termination and Amendment; Successor Custodian..20-21 11. Interpretive and Additional Provisions................... 21 12. Notices.................................................. 21 13. Massachusetts Law to Apply............................... 21 14. Adoption of the Agreement by the Fund.................... 22 MASTER CUSTODIAN AGREEMENT This Agreement is made between each investment company advised by Wright Investors' Service which has adopted this Agreement in the manner provided herein and Investors Bank & Trust Company (hereinafter called "Bank", "Custodian" and "Agent"), a trust company established under the laws of Massachusetts with a principal place of business in Boston, Massachusetts. Whereas, each such investment company is registered under the Investment Company Act of 1940 and has appointed the Bank to act as Custodian of its property and to perform certain duties as its Agent, as more fully hereinafter set forth; and Whereas, the Bank is willing and able to act as each such investment company's Custodian and Agent, subject to and in accordance with the provisions hereof; Now, therefore, in consideration of the premises and of the mutual covenants and agreements herein contained, each such investment company and the Bank agree as follows: 1. Definitions Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings: (a) "Fund" shall mean the investment company which has adopted this Agreement. If the Fund is a Massachusetts business trust, it may in the future establish and designate other separate and distinct series of shares, each of which may be called a "portfolio"; in such case, the term "Fund" shall also refer to each such separate series or portfolio. (b) "Board" shall mean the board of directors/trustees/managing general partners/director general partners of the Fund, as the case may be. (c) "The Depository Trust Company", a clearing agency registered with the Securities and Exchange Commission under Section 17A of the Securities Exchange Act of 1934 which acts as a securities depository and which has been specifically approved as a securities depository for the Fund by the Board. (d) "Participants Trust Company", a clearing agency registered with the Securities and Exchange Commission under Section 17A of the Securities Exchange Act of 1934 which acts as a securities depository and which has been specifically approved as a securities depository for the Fund by the Board. (e) "Approved Clearing Agency" shall mean any other domestic clearing agency registered with the Securities and Exchange Commission under Section 17A of the Securities Exchange Act of 1934 which acts as a securities depository but only if the Custodian has received a certified copy of a vote of the Board approving such clearing agency as a securities depository for the Fund. -1- (f) "Federal Book-Entry System" shall mean the book-entry system referred to in Rule 17f-4(b) under the Investment Company Act of 1940 for United States and federal agency securities (i.e., as provided in Subpart O of Treasury Circular No. 300, 31 CFR 306, Subpart B of 31 CFR Part 350, and the book-entry regulations of federal agencies substantially in the form of Subpart O). (g) "Approved Foreign Securities Depository" shall mean a foreign securities depository or clearing agency referred to in Rule 17f-4 under the Investment Company Act of 1940 for foreign securities but only if the Custodian has received a certified copy of a vote of the Board approving such depository or clearing agency as a foreign securities depository for the Fund. (h) "Approved Book-Entry System for Commercial Paper" shall mean a system maintained by the Custodian or by a subcustodian employed pursuant to Section 2 hereof for the holding of commercial paper in book-entry form but only if the Custodian has received a certified copy of a vote of the Board approving the participation by the Fund in such system. (i) The Custodian shall be deemed to have received "proper instructions" in respect of any of the matters referred to in this Agreement upon receipt of written or facsimile instructions signed by such one or more person or persons as the Board shall have from time to time authorized to give the particular class of instructions in question. Electronic instructions for the purchase and sale of securities which are transmitted by Wright Investors' Service to the Custodian through the Wright trading system shall be deemed to be proper instructions; the Fund shall cause all such instructions to be confirmed in writing. Different persons may be authorized to give instructions for different purposes. A certified copy of a vote of the Board may be received and accepted by the Custodian as conclusive evidence of the authority of any such person to act and may be considered as in full force and effect until receipt of written notice to the contrary. Such instructions may be general or specific in terms and, where appropriate, may be standing instructions. Unless the vote delegating authority to any person or persons to give a particular class of instructions specifically requires that the approval of any person, persons or committee shall first have been obtained before the Custodian may act on instructions of that class, the Custodian shall be under no obligation to question the right of the person or persons giving such instructions in so doing. Oral instructions will be considered proper instructions if the Custodian reasonably believes them to have been given by a person authorized to give such instructions with respect to the transaction involved. The Fund shall cause all oral instructions to be confirmed in writing. The Fund authorizes the Custodian to tape record any and all telephonic or other oral instructions given to the Custodian. Upon receipt of a certificate signed by two officers of the Fund as to the authorization by the President and the Treasurer of the Fund accompanied by a detailed description of the communication procedures approved by the President and the Treasurer of the Fund, "proper instructions" may also include communications effected directly between electromechanical or electronic devices provided that the President and Treasurer of the Fund and the Custodian are satisfied that such procedures afford adequate safeguards for the Fund's assets. In performing its duties generally, and more particularly in connection with the purchase, sale and exchange of securities made by or for the Fund, the Custodian may take cognizance of the provisions of the governing documents and registration statement of the Fund as the same may from time to time be in effect (and votes, resolutions or proceedings of the shareholders or the Board), but, nevertheless, except as otherwise expressly provided herein, the Custodian may assume unless and until notified in writing to the contrary that so-called proper instructions received by it are not in conflict with or in any way contrary to any provisions of such governing documents and registration statement, or votes, resolutions or proceedings of the shareholders or the Board. -2- 2. Employment of Custodian and Property to be Held by It The Fund hereby appoints and employs the Bank as its Custodian and Agent in accordance with and subject to the provisions hereof, and the Bank hereby accepts such appointment and employment. The Fund agrees to deliver to the Custodian all securities, participation interests, cash and other assets owned by it, and all payments of income, payments of principal and capital distributions and adjustments received by it with respect to all securities and participation interests owned by the Fund from time to time, and the cash consideration received by it for such new or treasury shares ("Shares") of the Fund as may be issued or sold from time to time. The Custodian shall not be responsible for any property of the Fund held by the Fund and not delivered by the Fund to the Custodian. The Fund will also deliver to the Bank from time to time copies of its currently effective charter (or declaration of trust or partnership agreement, as the case may be), by-laws, prospectus, statement of additional information and distribution agreement with its principal underwriter, together with such resolutions, votes and other proceedings of the Fund as may be necessary for or convenient to the Bank in the performance of its duties hereunder. The Custodian may from time to time employ one or more subcustodians to perform such acts and services upon such terms and conditions as shall be approved from time to time by the Board of Directors. Any such subcustodian so employed by the Custodian shall be deemed to be the agent of the Custodian, and the Custodian shall remain primarily responsible for the securities, participation interests, moneys and other property of the Fund held by such subcustodian. Any foreign subcustodian shall be a bank or trust company which is an eligible foreign custodian within the meaning of Rule 17f-5 under the Investment Company Act of 1940, and the foreign custody arrangements shall be approved by the Board of Directors and shall be in accordance with and subject to the provisions of said Rule. For the purposes of this Agreement, any property of the Fund held by any such subcustodian (domestic or foreign) shall be deemed to be held by the Custodian under the terms of this Agreement. 3. Duties of the Custodian with Respect to Property of the Fund A. Safekeeping and Holding of Property. The Custodian shall keep safely all property of the Fund and on behalf of the Fund shall from time to time receive delivery of Fund property for safekeeping. The Custodian shall hold, earmark and segregate on its books and records for the account of the Fund all property of the Fund,including all securities, participation interests and other assets of the Fund (1) physically held by the Custodian, (2) held by any subcustodian referred to in Section 2 hereof or by any agent referred to in Paragraph K hereof, (3) held by or maintained in The Depository Trust Company or in Participants Trust Company or in an Approved Clearing Agency or in the Federal Book-Entry System or in an Approved Foreign Securities Depository, each of which from time to time is referred to herein as a "Securities System", and (4) held by the Custodian or by any subcustodian referred to in Section 2 hereof and maintained in any Approved Book-Entry System for Commercial Paper. B. Delivery of Securities.The Custodian shall release and deliver securities or participation interests owned by the Fund held (or deemed to be held) by the Custodian or maintained in a Securities System account or in an Approved Book-Entry System for Commercial Paper account only upon receipt of proper instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases: -3- 1) Upon sale of such securities or participation interests for the account of the Fund, but only against receipt of payment therefor; if delivery is made in Boston or New York City, payment therefor shall be made in accordance with generally accepted clearing house procedures or by use of Federal Reserve Wire System procedures; if delivery is made elsewhere payment therefor shall be in accordance with the then current "street delivery" custom or in accordance with such procedures agreed to in writing from time to time by the parties hereto; if the sale is effected through a Securities System, delivery and payment therefor shall be made in accordance with the provisions of Paragraph L hereof; if the sale of commercial paper is to be effected through an Approved Book-Entry System for Commercial Paper, delivery and payment therefor shall be made in accordance with the provisions of Paragraph M hereof; if the securities are to be sold outside the United States, delivery may be made in accordance with procedures agreed to in writing from time to time by the parties hereto; for the purposes of this subparagraph, the term "sale" shall include the disposition of a portfolio security (i) upon the exercise of an option written by the Fund and (ii) upon the failure by the Fund to make a successful bid with respect to a portfolio security, the continued holding of which is contingent upon the making of such a bid; 2) Upon the receipt of payment in connection with any repurchase agreement or reverse repurchase agreement relating to such securities and entered into by the Fund; 3) To the depository agent in connection with tender or other similar offers for portfolio securities of the Fund; 4) To the issuer thereof or its agent when such securities or participation interests are called, redeemed, retired or otherwise become payable; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian or any subcustodian employed pursuant to Section 2 hereof; 5) To the issuer thereof, or its agent, for transfer into the name of the Fund or into the name of any nominee of the Custodian or into the name or nominee name of any agent appointed pursuant to Paragraph K hereof or into the name or nominee name of any subcustodian employed pursuant to Section 2 hereof; or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new securities or participation interests are to be delivered to the Custodian or any subcustodian employed pursuant to Section 2 hereof; -4- 6) To the broker selling the same for examination in accordance with the "street delivery" custom; provided that the Custodian shall adopt such procedures as the Fund from time to time shall approve to ensure their prompt return to the Custodian by the broker in the event the broker elects not to accept them; 7) For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the Issuer of such securities, or pursuant to provisions for conversion of such securities, or pursuant to any deposit agreement; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian or any subcustodian employed pursuant to Section 2 hereof; 8) In the case of warrants, rights or similar securities, the surrender thereof in connection with the exercise of such warrants, rights or similar securities, or the surrender of interim receipts or temporary securities for definitive securities; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian or any subcustodian employed pursuant to Section 2 hereof; 9) For delivery in connection with any loans of securities made by the Fund (such loans to be made pursuant to the terms of the Fund's current registration statement), but only against receipt of adequate collateral as agreed upon from time to time by the Custodian and the Fund, which may be in the form of cash or obligations issued by the United States government, its agencies or instrumentalities; except that in connection with any securities loans for which collateral is to be credited to the Custodian's account in the book-entry system authorized by the U.S.Department of Treasury, the Custodian will not be held liable or responsible for the delivery of securities loaned by the Fund prior to the receipt of such collateral; 10) For delivery as security in connection with any borrowings by the Fund requiring a pledge or hypothecation of assets by the Fund (if then permitted under circumstances described in the current registration statement of the Fund), provided, that the securities shall be released only upon payment to the Custodian of the monies borrowed, except that in cases where additional collateral is required to secure a borrowing already made, further securities may be released for that purpose; upon receipt of proper instructions, the Custodian may pay any such loan upon redelivery to it of the securities pledged or hypothecated therefor and upon surrender of the note or notes evidencing the loan; 11) When required for delivery in connection with any redemption or repurchase of Shares of the Fund in accordance with the provisions of Paragraph J hereof; -5- 12) For delivery in accordance with the provisions of any agreement between the Custodian(or a subcustodian employed pursuant to Section 2 hereof) and a broker-dealer registered under the Securities Exchange Act of 1934 and, if necessary, the Fund, relating to compliance with the rules of The Options Clearing Corporation or of any registered national securities exchange, or of any similar organization or organizations, regarding deposit or escrow or other arrangements in connection with options transactions by the Fund; 13) For delivery in accordance with the provisions of any agreement among the Fund, the Custodian (or a subcustodian employed pursuant to Section 2 hereof), and a futures commissions merchant, relating to compliance with the rules of the Commodity Futures Trading Commission and/or of any contract market or commodities exchange or similar organization,regarding futures margin account deposits or payments in connection with futures transactions by the Fund; 14) For any other proper corporate purpose, but only upon receipt of, in addition to proper instructions, a certified copy of a vote of the Board specifying the securities to be delivered, setting forth the purpose for which such delivery is to be made, declaring such purpose to be proper corporate purpose, and naming the person or persons to whom delivery of such securities shall be made. C. Registration of Securities. Securities held by the Custodian (other than bearer securities) for the account of the Fund shall be registered in the name of the Fund or in the name of any nominee of the Fund or of any nominee of the Custodian, or in the name or nominee name of any agent appointed pursuant to Paragraph K hereof, or in the name or nominee name of any subcustodian employed pursuant to Section 2 hereof, or in the name or nominee name of The Depository Trust Company or Participants Trust Company or Approved Clearing Agency or Federal Book-Entry System or Approved Book-Entry System for Commercial Paper; provided, that securities are held in an account of the Custodian or of such agent or of such subcustodian containing only assets of the Fund or only assets held by the Custodian or such agent or such subcustodian as a custodian or subcustodian or in a fiduciary capacity for customers. All certificates for securities accepted by the Custodian or any such agent or subcustodian on behalf of the Fund shall be in "street" or other good delivery form or shall be returned to the selling broker or dealer who shall be advised of the reason thereof. D. Bank Accounts.The Custodian shall open and maintain a separate bank account or accounts in the name of the Fund, subject only to draft or order by the Custodian acting in pursuant to the terms of this Agreement, and shall hold in such account or accounts, subject to the provisions hereof, all cash received by it from or for the account of the Fund other than cash maintained by the Fund in a bank account established and used in accordance with Rule 17f-3 under the Investment Company Act of 1940. Funds held by the Custodian for the Fund may be deposited by it to its credit as Custodian in the Banking Department of the Custodian or in such other banks or trust companies as the Custodian may in its discretion deem necessary or desirable; provided, however, that -6- every such bank or trust company shall be qualified to act as a custodian under the Investment Company Act of 1940 and that each such bank or trust company and the funds to be deposited with each such bank or trust company shall be approved in writing by two officers of the Fund. Such funds shall be deposited by the Custodian in its capacity as Custodian and shall be subject to withdrawal only by the Custodian in that capacity. E. Payment for Shares of the Fund. The Custodian shall make appropriate arrangements with the Transfer Agent and the principal underwriter of the Fund to enable the Custodian to make certain it promptly receives the cash or other consideration due to the Fund for such new or treasury Shares as may be issued or sold from time to time by the Fund, in accordance with the governing documents and offering prospectus and statement of additional information of the Fund. The Custodian will provide prompt notification to the Fund of any receipt by it of payments for Shares of the Fund. F. Investment and Availability of Federal Funds. Upon agreement between the Fund and the Custodian, the Custodian shall, upon the receipt of proper instructions, which may be continuing instructions when deemed appropriate by the parties, 1) invest in such securities and instruments as may be set forth in such instructions on the same day as received all federal funds received after a time agreed upon between the Custodian and the Fund; and 2) make federal funds available to the Fund as of specified times agreed upon from time to time by the Fund and the Custodian in the amount of checks received in payment for Shares of the Fund which are deposited into the Fund's account. G. Collections. The Custodian shall promptly collect all income and other payments with respect to registered securities held hereunder to which the Fund shall be entitled either by law or pursuant to custom in the securities business, and shall promptly collect all income and other payments with respect to bearer securities if, on the date of payment by the issuer, such securities are held by the Custodian or agent thereof and shall credit such income, as collected, to the Fund's custodian account. The Custodian shall do all things necessary and proper in connection with such prompt collections and, without limiting the generality of the foregoing, the Custodian shall 1) Present for payment all coupons and other income items requiring presentations; 2) Present for payment all securities which may mature or be called, redeemed, retired or otherwise become payable; 3) Endorse and deposit for collection, in the name of the Fund, checks, drafts or other negotiable instruments; -7- 4) Credit income from securities maintained in a Securities System or in an Approved Book-Entry System for Commercial Paper at the time funds become available to the Custodian; in the case of securities maintained in The Depository Trust Company funds shall be deemed available to the Fund not later than the opening of business on the first business day after receipt of such funds by the Custodian. The Custodian shall notify the Fund as soon as reasonably practicable whenever income due on any security is not promptly collected. In any case in which the Custodian does not receive any due and unpaid income after it has made demand for the same, it shall immediately so notify the Fund in writing, enclosing copies of any demand letter, any written response thereto, and memoranda of all oral responses thereto and to telephonic demands, and await instructions from the Fund; the Custodian shall in no case have any liability for any nonpayment of such income provided the Custodian meets the standard of care set forth in Section 8 hereof. The Custodian shall not be obligated to take legal action for collection unless and until reasonably indemnified to its satisfaction. The Custodian shall also receive and collect all stock dividends, rights and other items of like nature, and deal with the same pursuant to proper instructions relative thereto. H. Payment of Fund Moneys. Upon receipt of proper instructions, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out moneys of the Fund in the following cases only: 1) Upon the purchase of securities,participation interests, options,futures contracts, forward contracts and options on futures contracts purchased for the account of the Fund but only (a) against the receipt of (i) such securities registered as provided in Paragraph C hereof or in proper form for transfer or (ii) detailed instructions signed by an officer of the Fund regarding the participation interests to be purchased or (iii) written confirmation of the purchase by the Fund of the options, futures contracts, forward contracts or options on futures contracts by the Custodian (or by a subcustodian employed pursuant to Section 2 hereof or by a clearing corporation of a national securities exchange of which the Custodian is a member or by any bank, banking institution or trust company doing business in the United States or abroad which is qualified under the Investment Company Act of 1940 to act as a custodian and which has been designated by the Custodian as its agent for this purpose or by the agent specifically designated in such instructions as representing the purchasers of a new issue of privately placed securities); (b) in the case of a purchase effected through a Securities System, upon receipt of the securities by the Securities System -8- in accordance with the conditions set forth in Paragraph L hereof; (c) in the case of a purchase of commercial paper effected through an Approved Book-Entry System for Commercial Paper, upon receipt of the paper by the Custodian or subcustodian in accordance with the conditions set forth in Paragraph M hereof; (d) in the case of repurchase agreements entered into between the Fund and another bank or a broker-dealer, against receipt by the Custodian of the securities underlying the repurchase agreement either in certificate form or through an entry crediting the Custodian's segregated, non-proprietary account at the Federal Reserve Bank of Boston with such securities along with written evidence of the agreement by the bank or broker-dealer to repurchase such securities from the Fund; or (e) with respect to securities purchased outside of the United States, in accordance with written procedures agreed to from time to time in writing by the parties hereto; 2) When required in connection with the conversion, exchange or surrender of securities owned by the Fund as set forth in Paragraph B hereof; 3) When required for the redemption or repurchase of Shares of the Fund in accordance with the provisions of Paragraph J hereof; 4) For the payment of any expense or liability incurred by the Fund, including but not limited to the following payments for the account of the Fund: advisory fees, distribution plan payments, interest, taxes, management compensation and expenses, accounting, transfer agent and legal fees, and other operating expenses of the Fund whether or not such expenses are to be in whole or part capitalized or treated as deferred expenses; 5) For the payment of any dividends or other distributions to holders of Shares declared or authorized by the Board; and 6) For any other proper corporate purpose, but only upon receipt of, in addition to proper instructions, a certified copy of a vote of the Board, specifying the amount of such payment, setting forth the purpose for which such payment is to be made, declaring such purpose to be a proper corporate purpose, and naming the person or persons to whom such payment is to be made. I. Liability for Payment in Advance of Receipt of Securities Purchased. In any and every case where payment for purchase of securities for the account of the Fund is made by the Custodian in advance of receipt of the securities purchased in the absence of specific written instructions signed by two officers of the Fund to so pay in advance, the Custodian shall be absolutely liable to the Fund for such securities to the same extent as if the securities had been received by the Custodian; except that in the case of a repurchase agreement entered into by the Fund with a bank which is a member of the Federal Reserve System, the Custodian may transfer funds to the account of such bank prior to the receipt of (i) the securities in certificate form subject to such repurchase -9- agreement or (ii) written evidence that the securities subject to such repurchase agreement have been transferred by book-entry into a segregated non-proprietary account of the Custodian maintained with the Federal Reserve Bank of Boston or (iii) the safekeeping receipt, provided that such securities have in fact been so transfered by book-entry and the written repurchase agreement is received by the Custodian in due course; and except that if the securities are to be purchased outside the United States, payment may be made in accordance with procedures agreed to in writing from time to time by the parties hereto. J. Payments for Repurchases or Redemptions of Shares of the Fund. From such funds as may be available for the purpose, but subject to any applicable votes of the Board and the current redemption and repurchase procedures of the Fund, the Custodian shall, upon receipt of written instructions from the Fund or from the Fund's transfer agent or from the principal underwriter, make funds and/or portfolio securities available for payment to holders of Shares who have caused their Shares to be redeemed or repurchased by the Fund or for the Fund`s account by its transfer agent or principal underwriter. The Custodian may maintain a special checking account upon which special checks may be drawn by shareholders of the Fund holding Shares for which certificates have not been issued. Such checking account and such special checks shall be subject to such rules and regulations as the Custodian and the Fund may from time to time adopt. The Custodian or the Fund may suspend or terminate use of such checking account or such special checks (either generally or for one or more shareholders) at any time. The Custodian and the Fund shall notify the other immediately of any such suspension or termination. K. Appointment of Agents by the Custodian. The Custodian may at any time or times in its discretion appoint (and may at any time remove) any other bank or trust company (provided such bank or trust company is itself qualified under the Investment Company Act of 1940 to act as a custodian or is itself an eligible foreign custodian within the meaning of Rule 17f-5 under said Act) as the agent of the Custodian to carry out such of the duties and functions of the Custodian described in this Section 3 as the Custodian may from time to time direct; provided, however, that the appointment of any such agent shall not relieve the Custodian of any of its responsibilities or liabilities hereunder, and as between the Fund and the Custodian the Custodian shall be fully responsible for the acts and omissions of any such agent. For the purposes of this Agreement, any property of the Fund held by any such agent shall be deemed to be held by the Custodian hereunder. L. Deposit of Fund Portfolio Securities in Securities Systems.The Custodian may deposit and/or maintain securities owned by the Fund (1) in The Depository Trust Company; (2) in Participants Trust Company; (3) in any other Approved Clearing Agency; -10- (4) in the Federal Book-Entry System; or (5) in an Approved Foreign Securities Depository in each case only in accordance with applicable Federal Reserve Board and Securities and Exchange Commission rules and regulations, and at all times subject to the following provisions: (a) The Custodian may (either directly or through one or more subcustodians employed pursuant to Section 2 keep securities of the Fund in a Securities System provided that such securities are maintained in a non-proprietary account ("Account") of the Custodian or such subcustodian in the Securities System which shall not include any assets of the Custodian or such subcustodian or any other person other than assets held by the Custodian or such subcustodian as a fiduciary, custodian, or otherwise for its customers. (b) The records of the Custodian with respect to securities of the Fund which are maintained in a Securities System shall identify by book-entry those securities belonging to the Fund, and the Custodian shall be fully and completely responsible for maintaining a recordkeeping system capable of accurately and currently stating the Fund's holdings maintained in each such Securities System. (c) The Custodian shall pay for securities purchased in book-entry form for the account of the Fund only upon (i) receipt of notice or advice from the Securities System that such securities have been transferred to the Account, and (ii) the making of any entry on the records of the Custodian to reflect such payment and transfer for the account of the Fund. The Custodian shall transfer securities sold for the account of the Fund only upon (i) receipt of notice or advice from the Securities System that payment for such securities has been transferred to the Account, and (ii) the making of an entry on the records of the Custodian to reflect such transfer and payment for the account of the Fund. Copies of all notices or advices from the Securities System of transfers of securities for the account of the Fund shall identify the Fund, be maintained for the Fund by the Custodian and be promptly provided to the Fund at its request. The Custodian shall promptly send to the Fund confirmation of each transfer to or from the account of the Fund in the form of a written advice or notice of each such transaction, and shall furnish to the Fund copies of daily transaction sheets reflecting each day's transactions in the Securities System for the account of the Fund on the next business day. (d) The Custodian shall promptly send to the Fund any report or other communication received or obtained by the Custodian relating to the Securities System's accounting system, system of internal accounting controls or procedures for safeguarding securities deposited in the Securities System; the Custodian shall promptly send to the Fund any report or other communication relating to the Custodian's internal accounting controls and procedures for safeguarding securities deposited in any Securities System; and the Custodian shall ensure that any agent appointed pursuant to Paragraph K hereof or any subcustodian employed pursuant to Section 2 hereof shall promptly send to the Fund and to the Custodian any report or other communication relating to such agent's or subcustodian's internal accounting controls and procedures for safeguarding securities -11- deposited in any Securities System. The Custodian's books and records relating to the Fund's participation in each Securities System will at all times during regular business hours be open to the inspection of the Fund's authorized officers, employees or agents. (e) The Custodian shall not act under this Paragraph L in the absence of receipt of a certificate of an officer of the Fund that the Board has approved the use of a particular Securities System; the Custodian shall also obtain appropriate assurance from the officers of the Fund that the Board has annually reviewed the continued use by the Fund of each Securities System, and the Fund shall promptly notify the Custodian if the use of a Securities System is to be discontinued; at the request of the Fund, the Custodian will terminate the use of any such Securities System as promptly as practicable. (f) Anything to the contrary in this Agreement notwithstanding, the Custodian shall be liable to the Fund for any loss or damage to the Fund resulting from use of the Securities System by reason of any negligence, misfeasance or misconduct of the Custodian or any of its agents or subcustodians or of any of its or their employees or from any failure of the Custodian or any such agent or subcustodian to enforce effectively such rights as it may have against the Securities System or any other person; at the election of the Fund, it shall be entitled to be subrogated to the rights of the Custodian with respect to any claim against the Securities System or any other person which the Custodian may have as a consequence of any such loss or damage if and to the extent that the Fund has not been made whole for any such loss or damage. M. Deposit of Fund Commercial Paper in an Approved Book-Entry System for Commercial Paper. Upon receipt of proper instructions with respect to each issue of direct issue commercial paper purchased by the Fund, the Custodian may deposit and/or maintain direct issue commercial paper owned by the Fund in any Approved Book-Entry System for Commercial Paper, in each case only in accordance with applicable Securities and Exchange Commission rules, regulations, and no-action correspondence, and at all times subject to the following provisions: (a) The Custodian may (either directly or through one or more subcustodians employed pursuant to Section 2) keep commercial paper of the Fund in an Approved Book-Entry System for Commercial Paper, provided that such paper is issued in book entry form by the Custodian or subcustodian on behalf of an issuer with which the Custodian or subcustodian has entered into a book-entry agreement and provided further that such paper is maintained in a non-proprietary account ("Account") of the Custodian or such subcustodian in an Approved Book-Entry System for Commercial Paper which shall not include any assets of the Custodian or such subcustodian or any other person other than assets held by the Custodian or such subcustodian as a fiduciary, custodian, or otherwise for its customers. (b) The records of the Custodian with respect to commercial paper of the Fund which is maintained in an Approved Book-Entry System for Commercial Paper shall identify by book-entry each specific issue of commercial paper purchased by the Fund which is included in the System and shall at all times during regular business hours be open for inspection by authorized officers, employees or agents of the Fund. The Custodian shall be fully and completely responsible for maintaining a recordkeeping -12- system capable of accurately and currently stating the Fund's holdings of commercial paper maintained in each such System. (c) The Custodian shall pay for commercial paper purchased in book-entry form for the account of the Fund only upon contemporaneous (i) receipt of notice or advice from the issuer that such paper has been issued, sold and transferred to the Account, and (ii) the making of an entry on the records of the Custodian to reflect such purchase, payment and transfer for the account of the Fund. The Custodian shall transfer such commercial paper which is sold or cancel such commercial paper which is redeemed for the account of the Fund only upon contemporaneous (i) receipt of notice or advice that payment for such paper has been transferred to the Account, and (ii) the making of an entry on the records of the Custodian to reflect such transfer or redemption and payment for the account of the Fund. Copies of all notices, advices and confirmations of transfers of commercial paper for the account of the Fund shall identify the Fund, be maintained for the Fund by the Custodian and be promptly provided to the Fund at its request. The Custodian shall promptly send to the Fund confirmation of each transfer to or from the account of the Fund in the form of a written advice or notice of each such transaction, and shall furnish to the Fund copies of daily transaction sheets reflecting each day's transactions in the System for the account of the Fund on the next business day. (d) The Custodian shall promptly send to the Fund any report or other communication received or obtained by the Custodian relating to each System's accounting system, system of internal accounting controls or procedures for safeguarding commercial paper deposited in the System; the Custodian shall promptly send to the Fund any report or other communication relating to the Custodian's internal accounting controls and procedures for safeguarding commercial paper deposited in any Approved Book-Entry System for Commercial Paper; and the Custodian shall ensure that any agent appointed pursuant to Paragraph K hereof or any subcustodian employed pursuant to Section 2 hereof shall promptly send to the Fund and to the Custodian any report or other communication relating to such agent's or subcustodian's internal accounting controls and procedures for safeguarding securities deposited in any Approved Book-Entry System for Commercial Paper. (e) The Custodian shall not act under this Paragraph M in the absence of receipt of a certificate of an officer of the Fund that the Board has approved the use of a particular Approved Book-Entry System for Commercial Paper; the Custodian shall also obtain appropriate assurance from the officers of the Fund that the Board has annually reviewed the continued use by the Fund of each Approved Book-Entry System for Commercial Paper, and the Fund shall promptly notify the Custodian if the use of an Approved Book-Entry System for Commercial Paper is to be discontinued; at the request of the Fund, the Custodian will terminate the use of any such System as promptly as practicable. (f) The Custodian (or subcustodian, if the Approved Book-Entry System for Commercial Paper is maintained by the subcustodian) shall issue physical commercial paper or promissory notes whenever requested to do so by the Fund or in the event of an electronic system failure which impedes issuance, transfer or custody of direct issue commercial paper by book-entry. -13- (g) Anything to the contrary in this Agreement notwithstanding, the Custodian shall be liable to the Fund for any loss or damage to the Fund resulting from use of any Approved Book-Entry System for Commercial Paper by reason of any negligence, misfeasance or misconduct of the Custodian or any of its agents or subcustodians or of any of its or their employees or from any failure of the Custodian or any such agent or subcustodian to enforce effectively such rights as it may have against the System, the issuer of the commercial paper or any other person; at the election of the Fund, it shall be entitled to be subrogated to the rights of the Custodian with respect to any claim against the System, the issuer of the commercial paper or any other person which the Custodian may have as a consequence of any such loss or damage if and to the extent that the Fund has not been made whole for any such loss or damage. N. Segregated Account. The Custodian shall upon receipt of proper instructions establish and maintain a segregated account or accounts for and on behalf of the Fund, into which account or accounts may be transferred cash and/or securities, including securities maintained in an account by the Custodian pursuant to Paragraph L hereof, (i) in accordance with the provisions of any agreement among the Fund, the Custodian and any registered broker-dealer (or any futures commission merchant), relating to compliance with the rules of the Options Clearing Corporation and of any registered national securities exchange (or of the Commodity Futures Trading Commission or of any contract market or commodities exchange), or of any similar organization or organizations, regarding escrow or deposit or other arrangements in connection with transactions by the Fund, (ii) for purposes of segregating cash or U.S. Government securities in connection with options purchased, sold or written by the Fund or futures contracts or options thereon purchased or sold by the Fund, (iii) for the purposes of compliance by the Fund with the procedures required by Investment Company Act Release No. 10666, or any subsequent release or releases of the Securities and Exchange Commission relating to the maintenance of segregated accounts by registered investment companies and (iv) for other proper purposes, but only, in the case of clause (iv), upon receipt of, in addition to proper instructions, a certificate signed by two officers of the Fund, setting forth the purpose such segregated account and declaring such purpose to be a proper purpose. O. Ownership Certificates for Tax Purposes. The Custodian shall execute ownership and other certificates and affidavits for all federal and state tax purposes in connection with receipt of income or other payments with respect to securities of the Fund held by it and in connection with transfers of securities. P. Proxies. The Custodian shall, with respect to the securities held by it hereunder, cause to be promptly delivered to the Fund all forms of proxies and all notices of meetings and any other notices or announcements or other written information affecting or relating to the securities, and upon receipt of proper instructions shall execute and deliver or cause its nominee to execute and deliver such proxies or other authorizations as may be required. Neither the Custodian nor its nominee shall vote upon any of the securities or execute any proxy to vote thereon or give any consent or take any other action with respect thereto (except as otherwise herein provided) unless ordered to do so by proper instructions. -14- Q. Communications Relating to Fund Portfolio Securities. The Custodian shall deliver promptly to the Fund all written information (including, without limitation, pendency of call and maturities of securities and participation interests and expirations of rights in connection therewith and notices of exercise of call and put options written by the Fund and the maturity of futures contracts purchased or sold by the Fund) received by the Custodian from issuers and other persons relating to the securities and participation interests being held for the Fund. With respect to tender or exchange offers, the Custodian shall deliver promptly to the Fund all written information received by the Custodian from issuers and other persons relating to the securities and participation interests whose tender or exchange is sought and from the party (or his agents) making the tender or exchange offer. R. Exercise of Rights; Tender Offers. In the case of tender offers, similar offers to purchase or exercise rights (including, without limitation, pendency of calls and maturities of securities and participation interests and expirations of rights in connection therewith and notices of exercise of call and put options and the maturity of futures contracts) affecting or relating to securities and participation interests held by the Custodian under this Agreement, the Custodian shall have responsibility for promptly notifying the Fund of all such offers in accordance with the standard of reasonable care set forth in Section 8 hereof. For all such offers for which the Custodian is responsible as provided in this Paragraph R, the Fund shall have responsibility for providing the Custodian with all necessary instructions in timely fashion. Upon receipt of proper instructions, the Custodian shall timely deliver to the issuer or trustee thereof, or to the agent of either,warrants, puts, calls, rights or similar securities for the purpose of being exercised or sold upon proper receipt therefor and upon receipt of assurances satisfactory to the Custodian that the new securities and cash, if any, acquired by such action are to be delivered to the Custodian or any subcustodian employed pursuant to Section 2 hereof. Upon receipt of proper instructions, the Custodian shall timely deposit securities upon invitations for tenders of securities upon proper receipt therefor and upon receipt of assurances satisfactory to the Custodian that the consideration to be paid or delivered or the tendered securities are to be returned to the Custodian or subcustodian employed pursuant to Section 2 hereof. Notwithstanding any provision of this Agreement to the contrary, the Custodian shall take all necessary action, unless otherwise directed to the contrary by proper instructions, to comply with the terms of all mandatory or compulsory exchanges, calls, tenders, redemptions, or similar rights of security ownership, and shall thereafter promptly notify the Fund in writing of such action. S. Depository Receipts. The Custodian shall, upon receipt of proper instructions, surrender or cause to be surrendered foreign securities to the depository used by an issuer of American Depository Receipts or International Depository Receipts (hereinafter collectively referred to as "ADRs") for such securities, against a written receipt therefor adequately describing such securities and written evidence satisfactory to the Custodian that the depository has acknowledged receipt of instructions to issue with respect to such securities ADRs in the name of a nominee of the Custodian or in the name or nominee name of any subcustodian employed pursuant to Section 2 hereof, for delivery to the Custodian or such subcustodian at such place as the Custodian or such subcustodian may from time to time designate. The Custodian shall, upon receipt of proper instructions, surrender ADRs to the issuer thereof against a written receipt therefor adequately -15- describing the ADRs surrendered and written evidence satisfactory to the Custodian that the issuer of the ADRs has acknowledged receipt of instructions to cause its depository to deliver the securities underlying such ADRs to the Custodian or to a subcustodian employed pursuant to Section 2 hereof. T. Interest Bearing Call or Time Deposits. The Custodian shall, upon receipt of proper instructions, place interest bearing fixed term and call deposits with the banking department of such banking institution (other than the Custodian) and in such amounts as the Fund may designate. Deposits may be denominated in U.S. Dollars or other currencies. The Custodian shall include in its records with respect to the assets of the Fund appropriate notation as to the amount and currency of each such deposit, the accepting banking institution and other appropriate details and shall retain such forms of advice or receipt evidencing the deposit, if any, as may be forwarded to the Custodian by the banking institution. Such deposits shall be deemed portfolio securities of the applicable Fund for the purposes of this Agreement, and the Custodian shall be responsible for the collection of income from such accounts and the transmission of cash to and from such accounts. U. Options, Futures Contracts and Foreign Currency Transactions 1. Options. The Custodians shall, upon receipt of proper instructions and in accordance with the provisions of any agreement between the Custodian, any registered broker-dealer and, if necessary, the Fund, relating to compliance with the rules of the Options Clearing Corporation or of any registered national securities exchange or similar organization or organizations, receive and retain confirmations or other documents, if any, evidencing the purchase or writing of an option on a security or securities index or other financial instrument or index by the Fund; deposit and maintain in a segregated account for each Fund separately, either physically or by book-entry in a Securities System, securities subject to a covered call option written by the Fund; and release and/or transfer such securities or other assets only in accordance with a notice or other communication evidencing the expiration, termination or exercise of such covered option furnished by the Options Clearing Corporation, the securities or options exchange on which such covered option is traded or such other organization as may be responsible for handling such options transactions. The Custodian and the broker-dealer shall be responsible for the sufficiency of assets held in each Fund's segregated account in compliance with applicable margin maintenance requirements. 2. Futures Contracts. The Custodian shall, upon receipt of proper instructions, receive and retain confirmations and other documents, if any, evidencing the purchase or sale of a futures contract or an option on a futures contract by the Fund; deposit and maintain in a segregated account, for the benefit of any futures commission merchant, assets designated by the Fund as initial, maintenance or variation "margin" deposits (including mark-to-market payments) intended to secure the Fund's performance of its obligations under any futures contracts purchased or sold or any options on futures contracts written by Fund, in accordance with the provisions of any agreement or agreements among -16- the Fund, the Custodian and such futures commission merchant, designed to comply with the rules of the Commodity Futures Trading Commission and/or of any contract market or commodities exchange or similar organization regarding such margin deposits or payments; and release and/or transfer assets in such margin accounts only in accordance with any such agreements or rules. The Custodian and the futures commission merchant shall be responsible for the sufficiency of assets held in the segregated account in compliance with the applicable margin maintenance and mark-to-market payment requirements. 3. Foreign Exchange Transactions.The Custodian shall, pursuant to proper instructions, enter into or cause a subcustodian to enter into foreign exchange contracts or options to purchase and sell foreign currencies for spot and future delivery on behalf and for the account of the Fund. Such transactions may be undertaken by the Custodian or subcustodian with such banking or financial institutions or other currency brokers, as set forth in proper instructions. Foreign exchange contracts and options shall be deemed to be portfolio securities of the Fund; and accordingly, the responsibility of the Custodian therefor shall be the same as and no greater than the Custodian's responsibility in respect of other portfolio securities of the Fund. The Custodian shall be responsible for the transmittal to and receipt of cash from the currency broker or banking or financial institution with which the contract or option is made, the maintenance of proper records with respect to the transaction and the maintenance of any segregated account required in connection with the transaction. The Custodian shall have no duty with respect to the selection of the currency brokers or banking or financial institutions with which the Fund deals or for their failure to comply with the terms of any contract or option. Without limiting the foregoing, it is agreed that upon receipt of proper instructions and insofar as funds are made available to the Custodian for the purpose, the Custodian may (if determined necessary by the Custodian to consummate a particular transaction on behalf and for the account of the Fund) make free outgoing payments of cash in the form of U.S. dollars or foreign currency before receiving confirmation of a foreign exchange contract or confirmation that the countervalue currency completing the foreign exchange contact has been delivered or received. The Custodian shall not be responsible for any costs and interest charges which may be incurred by the Fund or the Custodian as a result of the failure or delay of third parties to deliver foreign exchange; provided that the Custodian shall nevertheless be held to the standard of care set forth in, and shall be liable to the Fund in accordance with, the provisions of Section 8. V. Actions Permitted Without Express Authority. The Custodian may in its discretion, without express authority from the Fund: 1) make payments to itself or others for minor expenses of handling securities or other similar items relating to its duties under this Agreement, provided, that all such payments shall be accounted for by the Custodian to the Treasurer of the Fund; -17- 2) surrender securities in temporary form for securities in definitive form; 3) endorse for collection, in the name of the Fund, checks, drafts and other negotiable instruments; and 4) in general, attend to all nondiscretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and property of the Fund except as otherwise directed by the Fund. 4. Duties of Bank with Respect to Books of Account and Calculations of Net Asset Value The Bank shall as Agent (or as Custodian, as the case may be) keep such books of account (including records showing the adjusted tax costs of the Fund's portfolio securities) and render as at the close of business on each day a detailed statement of the amounts received or paid out and of securities received or delivered for the account of the Fund during said day and such other statements, including a daily trial balance and inventory of the Fund's portfolio securities; and shall furnish such other financial information and data as from time to time requested by the Treasurer or any executive officer of the Fund; and shall compute and determine, as of the close of business of the New York Stock Exchange, or at such other time or times as the Board may determine, the net asset value of a Share in the Fund, such computation and determination to be made in accordance with the governing documents of the Fund and the votes and instructions of the Board at the time in force and applicable, and promptly notify the Fund and its investment adviser and such other persons as the Fund may request of the result of such computation and determination. In computing the net asset value the Custodian may rely upon security quotations received by telephone or otherwise from sources or pricing services designated by the Fund by proper instructions, and may further rely upon information furnished to it by any authorized officer of the Fund relative (a) to liabilities of the Fund not appearing on its books of account, (b) to the existence, status and proper treatment of any reserve or reserves, (c) to any procedures established by the Board regarding the valuation of portfolio securities, and (d) to the value to be assigned to any bond, note, debenture, Treasury bill, repurchase agreement, subscription right, security, participation interests or other asset or property for which market quotations are not readily available. 5. Records and Miscellaneous Duties The Bank shall create, maintain and preserve all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of the Fund under the Investment Company Act of 1940, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder, applicable federal and state tax laws and any other law or administrative rules or procedures which may be applicable to the Fund. All books of account and records maintained by the Bank in connection with the performance of its duties under this Agreement shall be the property of the Fund, shall at all times during the regular business hours of the Bank be open for inspection by authorized officers, employees or agents of the Fund, and in the event of termination of this Agreement shall be delivered to the Fund or to such other person or persons as shall be designated by the Fund. Disposition of any account or record after any required period of preservation shall be only in accordance with specific instructions received from the Fund. The Bank shall assist generally in the preparation of reports to shareholders, to the Securities and Exchange Commission, including Forms N-SAR and N-1Q, to state "blue sky"authorities and to others, audits of accounts, and other ministerial matters of like nature; and, upon request, shall furnish the Fund's auditors with an attested inventory of securities held with -18- appropriate information as to securities in transit or in the process of purchase or sale and with such other information as said auditors may from time to time request. The Custodian shall also maintain records of all receipts, deliveries and locations of such securities, together with a current inventory thereof, and shall conduct periodic verifications (including sampling counts at the Custodian) of certificates representing bonds and other securities for which it is responsible under this Agreement in such manner as the Custodian shall determine from time to time to be advisable in order to verify the accuracy of such inventory. The Bank shall not disclose or use any books or records it has prepared or maintained by reason of this Agreement in any manner except as expressly authorized herein or directed by the Fund, and the Bank shall keep confidential any information obtained by reason of this Agreement. 6. Opinion of Fund's Independent Public Accountants The Custodian shall take all reasonable action, as the Fund may from time to time request, to enable the Fund to obtain from year to year favorable opinions from the Fund's independent public accountants with respect to its activities hereunder in connection with the preparation of the Fund's registration statement and Form N-SAR or other periodic reports to the Securities and Exchange Commission and with respect to any other requirements of such Commission. 7. Compensation and Expenses of Bank The Bank shall be entitled to reasonable compensation for its services as Custodian and Agent, as agreed upon from time to time between the Fund and the Bank. The Bank shall be entitled to receive from the Fund on demand reimbursement for its cash disbursements, expenses and charges, including counsel fees, in connection with its duties as Custodian and Agent hereunder, but excluding salaries and usual overhead expenses. 8. Responsibility of Bank So long as and to the extent that it is in the exercise of reasonable care, the Bank as Custodian and Agent shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties. The Bank as Custodian and Agent shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Bank as Custodian and Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement but shall be liable only for its own negligent or bad faith acts or failures to act. Notwithstanding the foregoing, nothing contained in this paragraph is intended to nor shall it be construed to modify the standards of care and responsibility set forth in Section 2 hereof with respect to subcustodians and in subparagraph f of Paragraph L of Section 3 hereof with respect to Securities Systems and in subparagraph g of Paragraph M of Section 3 hereof with respect to an Approved Book-Entry System for Commercial Paper. The Custodian shall be liable for the acts or omissions of a foreign banking institution to the same extent as set forth with respect to subcustodians generally in Section 2 hereof, provided that, regardless of whether assets are maintained in the custody of a foreign banking institution, a foreign securities depository or a branch of a U.S. bank, the Custodian shall not be liable for any loss, damage, cost, -19- expense, liability or claim resulting from, or caused by, the direction of or authorization by the Fund to maintain custody of any securities or cash of the Fund in a foreign county including, but not limited to, losses resulting from nationalization, expropriation, currency restrictions, acts of war, civil war or terrorism, insurrection, revolution, military or usurped powers, nuclear fission, fusion or radiation, earthquake, storm or other disturbance of nature or acts of God. If the Fund requires the Bank in any capacity to take any action with respect to securities, which action involves the payment of money or which action may, in the opinion of the Bank, result in the Bank or its nominee assigned to the Fund being liable for the payment of money or incurring liability of some other form, the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. 9. Persons Having Access to Assets of the Fund (i) No trustee, director, general partner, officer, employee or agent of the Fund shall have physical access to the assets of the Fund held by the Custodian or be authorized or permitted to withdraw any investments of the Fund, nor shall the Custodian deliver any assets of the Fund to any such person. No officer or director, employee or agent of the Custodian who holds any similar position with the Fund or the investment adviser of the Fund shall have access to the assets of the Fund. (ii) Access to assets of the Fund held hereunder shall only be available to duly authorized officers, employees, representatives or agents of the Custodian or other persons or entities for whose actions the Custodian shall be responsible to the extent permitted hereunder, or to the Fund's independent public accountants in connection with their auditing duties performed on behalf of the Fund. (iii) Nothing in this Section 9 shall prohibit any officer, employee or agent of the Fund or of the investment adviser of the Fund from giving instructions to the Custodian or executing a certificate so long as it does not result in delivery of or access to assets of the Fund prohibited by paragraph (i) of this Section 9. 10. Effective Period, Termination and Amendment; Successor Custodian This Agreement shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than sixty (60) days after the date of such delivery or mailing; provided, that the Fund may at any time by action of its Board, (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the Federal Deposit Insurance Corporation or by the Banking Commissioner of The Commonwealth of Massachusetts or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreement, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its costs, expenses and disbursements. Unless the holders of a majority of the outstanding Shares of the Fund vote to have the securities, funds and other properties held hereunder delivered and paid over to some other bank or trust company, specified in the vote, having not less than $2,000,000 of aggregate capital, surplus and undivided profits, -20- as shown by its last published report, and meeting such other qualifications for custodians set forth in the Investment Company Act of 1940, the Board shall, forthwith, upon giving or receiving notice of termination of this Agreement, appoint as successor custodian, a bank or trust company having such qualifications. The Bank, as Custodian, Agent or otherwise, shall, upon termination of the Agreement, deliver to such successor custodian, all securities then held hereunder and all funds or other properties of the Fund deposited with or held by the Bank hereunder and all books of account and records kept by the Bank pursuant to this Agreement, and all documents held by the Bank relative thereto. In the event that no such vote has been adopted by the shareholders and that no written order designating a successor custodian shall have been delivered to the Bank on or before the date when such termination shall become effective, then the Bank shall not deliver the securities, funds and other properties of the Fund to the Fund but shall have the right to deliver to a bank or trust company doing business in Boston, Massachusetts of its own selection, having an aggregate capital, surplus and undivided profits, as shown by its last published report, of not less than $2,000,000, all funds, securities and properties of the Fund held by or deposited with the Bank, and all books of account and records kept by the Bank pursuant to this Agreement, and all documents held by the Bank relative thereto. Thereafter such bank or trust company shall be the successor of the Custodian under this Agreement. 11. Interpretive and Additional Provisions In connection with the operation of this Agreement, the Custodian and the Fund may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions shall be in a writing signed by both parties and shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of the governing instruments of the Fund. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Agreement. 12. Notices Notices and other writings delivered or mailed postage prepaid to the Fund addressed to 24 Federal Street, Boston, Massachusetts 02110, or to such other address as the Fund may have designated to the Bank, in writing, or to Investors Bank & Trust Company, 24 Federal Street, Boston, Massachusetts 02110, shall be deemed to have been properly delivered or given hereunder to the respective addressees. 13. Massachusetts Law to Apply This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of The Commonwealth of Massachusetts. If the Fund is a Massachusetts business trust, the Custodian expressly acknowledges the provision in the Fund's declaration of trust limiting the personal liability of the trustees and shareholders of the Fund; and the Custodian agrees that it shall have recourse only to the assets of the Fund for the payment of claims or obligations as between the Custodian and the Fund arising out of this Agreement, and the Custodian shall not seek satisfaction of any such claim or obligation from the trustees or shareholders of the Fund. -21- 14. Adoption of the Agreement by the Fund The Fund represents that its Board has approved this Agreement and has duly authorized the Fund to adopt this Agreement, such adoption to be evidenced by a letter agreement between the Fund and the Bank reflecting such adoption, which letter agreement shall be dated and signed by a duly authorized officer of the Fund and duly authorized officer of the Bank. This Agreement shall be deemed to be duly executed and delivered by each of the parties in its name and behalf by its duly authorized officer as of the date of such letter agreement, and this Agreement shall be deemed to supersede and terminate, as of the date of such letter agreement, all prior agreements between the Fund and the Bank relating to the custody of the Fund's assets. * * * * * -22- December 19, 1990 The Wright Managed Bond Trust hereby adopts and agrees to become a party to the attached Master Custodian Agreement between the Wright Managed Investment Funds and Investors Bank & Trust Company. THE WRIGHT MANAGED BOND TRUST BY/s/ Peter M. Donovan ------------------------- President Accepted and agreed to: INVESTORS BANK & TRUST COMPANY BY: /s/ Henry M. Joyce - ------------------------ Title: Vice President EX-99.8(B) 11 AMENDMENT TO CUSTODIAN AGREEMENT Exhibit 99.(8)(b) AMENDMENT TO MASTER CUSTODIAN AGREEMENT BETWEEN WRIGHT MANAGED INVESTMENT FUNDS AND INVESTORS BANK & TRUST COMPANY This Amendment, dated as of September 20, 1995, is made to the MASTER CUSTODIAN AGREEMENT (the "Agreement") between each investment company advised by Wright Investors' Service which has adopted the Agreement (the "Funds") and Investors Bank & Trust Company (the "Custodian") pursuant to Section 10 of the Agreement. The Funds and the Custodian agree that Section 10 of the Agreement shall, as of September 20, 1995, be amended to read as follows: Unless otherwise defined herein, terms which are defined in the Agreement and used herein are so used as so defined. 10. Effective Period, Termination and Amendment; Successor Custodian This Agreement shall become effective as of its execution, shall continue in full force and effect until terminated by either party after August 31, 2000 by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than sixty (60) days after the date of such delivery or mailing; provided, that the Fund may at any time by action of its Board, (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian in the event the Custodian assigns this Agreement to another party without consent of the noninterested Trustees of the Funds, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the Federal Deposit Insurance Corporation or by the Banking Commissioner of The Commonwealth of Massachusetts or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreement, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination (and shall likewise reimburse the Custodian for its costs, expenses and disbursements). This Agreement may be amended at any time by the written agreement of the parties hereto. If a majority of the non-interested trustees of any of the Funds determines that the performance of the Custodian has been unsatisfactory or adverse to the interests of shareholders of any Fund or Funds or that the terms of the Agreement are no longer consistent with publicly available industry standards, then the Fund or Funds shall give written notice to the Custodian of such determination and the Custodian shall have 60 days to (1) correct such performance to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement on sixty (60) days written notice. The Board of the Fund shall, forthwith, upon giving or receiving notice of termination of this Agreement, appoint as successor custodian, a bank or trust company having the qualifications required by the Investment Company Act of 1940 and the Rules thereunder. The Bank, as Custodian, Agent or otherwise, shall, upon termination of the Agreement, deliver to such successor custodian, all securities then held hereunder and all funds or other properties of the Fund deposited with or held by the Bank hereunder and all books of account and records kept by the Bank pursuant to this Agreement, and all documents held by the Bank relative thereto. In the event that no written order designating a successor custodian shall have been delivered to the Bank on or before the date when such termination shall become effective, then the Bank shall not deliver the securities, funds and other properties of the Fund to the Fund but shall have the right to deliver to a bank or trust company doing business in Boston, Massachusetts of its own selection meeting the above required qualifications, all funds, securities and properties of the Fund held by or deposited with the Bank, and all books of account and records kept by the Bank pursuant to this Agreement, and all documents held by the Bank relative thereto. Thereafter such bank or trust company shall be the successor of the Custodian under this Agreement. Except as expressly provided herein, the Agreement shall remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers, as of the day and year first above written. THE WRIGHT MANAGED EQUITY TRUST THE WRIGHT MANAGED INCOME TRUST THE WRIGHT EQUIFUND EQUITY TRUST THE WRIGHT MANAGED BLUE CHIP SERIES TRUST By:/s/ James L. O'Connor --------------------- Treasurer INVESTORS BANK & TRUST COMPANY By:/s/ Michael F. Rogers ---------------------- EX-99.9(A) 12 TRANSFER AGENCY AGREEMENT TBC Shareholder Services, Inc. (Mass.) June 9, 1989 Board of Trustees The Wright Managed Bond Trust 24 Federal Street Boston, MA 02110 Gentlemen: Reference is made to the Transfer Agency Agreement entered into between The Wright Managed Bond Trust and Boston Safe Deposit and Trust Company ("Boston Safe") on June 7, 1989, and to consent of The Wright Managed Bond Trust to Boston Safe's assignment of said agreement to TBC Shareholder Services, Inc., which was signed by a duly authorized officer of The Wright Managed Bond Trust on June 7, 1989. The undersigned, a duly authorized officer of TBC Shareholder Services, Inc., herein acknowledged to the Board of Trustees for The Wright Managed Bond Trust that TBC Shareholder Services, Inc. has assented to the assignment of the Transfer Agency Agreement to TBC Shareholder Services, Inc., and represents that TBC Shareholder Services, Inc. fully intends to comply with the terms of said agreement in providing transfer agency services to The Wright Managed Bond Trust. TBC SHAREHOLDER SERVICES, INC. By:/s/ Robert F. Radin --------------------- Robert F. Radin Senior Vice President TRANSFER AGENCY AGREEMENT AGREEMENT dated as of June 7, 1989, between The Wright Managed Bond Trust (the "Trust"), having its principal office and place of business at 24 Federal Street, Boston, Massachusetts 02110 and BOSTON SAFE DEPOSIT AND TRUST COMPANY (the "Transfer Agent"), a Massachusetts trust company with principal offices at One Boston Place, Boston, Massachusetts 02108. W I T N E S S E T H: That for and in consideration of the mutual promises hereinafter set forth, the Trust and the Transfer Agent agree as follows: 1. Definitions. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings: (a) "Authorized Person" shall be deemed to include the President, any Vice President, the Secretary and Treasurer of the Trust, the persons listed in Appendix A hereto, and any other person, whether or not such person is an Officer or employee of the Trust, duly authorized to give Oral Instructions or Written Instructions on behalf of the Trust as indicated in a certificate furnished to the Transfer Agent pursuant to Section 5(d) or 5(e) hereof as may be received by the Transfer Agent from time to time; (b) "Commission" shall have the meaning given it in the 1940 Act; (c) "Custodian" refers to the custodian and any sub-custodian of all securities and other property which the Trust may from time to time deposit, or cause to be deposited or held under the name or account of such custodian (pursuant to the Custodian Agreement between the Trust and Investors Bank & Trust Company); (d) "Declaration of Trust" shall mean the Declaration of Trust of the Trust as the same may be amended from time to time; (e) "Officer" shall mean the President, any Vice President, Secretary and Treasurer; (f) "Oral Instructions" shall mean instructions, other than written instructions, actually received by the Transfer Agent from a person reasonably believed by the Transfer Agent to be an Authorized Person; (g) "Portfolio" refers to the Wright Government Obligations Fund, Wright Near Term Bond Fund, Wright Insured Tax Free Bond Fund, Wright Tax Free Income Fund and Wright Current Income Fund or any such other separate and distinct Portfolio as may from time to time be established and designated by the Trust in accordance with the provisions of the Declaration of Trust; (h) "Prospectus" shall mean the Trust's current prospectus and statement of additional information relating to the registration of the Trust's Shares under the Securities Act of 1933, as amended, and the 1940 Act; (i) "Shares" refers to the Shares of beneficial interest of each Portfolio of the Trust; (j) "Shareholder" means a record owner of Shares; (k) "Trustees" or "Board of Trustees" refers to the duly elected Trustees of the Trust; (l) "Written Instructions" shall mean written communication signed by an Authorized Person and actually received by the Transfer Agent; and (m) The "1940 Act" refers to the Investment Company Act of 1940 and the Rules and Regulations promulgated thereunder, all as amended from time to time. 2. Appointment of the Transfer Agent. The Trust hereby appoints and constitutes the Transfer Agent as transfer agent for its Shares and as shareholder servicing agent for the Trust, and the Transfer agent accepts such appointment and agrees to perform the duties hereinafter set forth. If the Board of Directors, pursuant to the Declaration of Trust, hereafter establishes and designates a new Portfolio, the Transfer Agent agrees that it will act as transfer agent and shareholder servicing agent for such new Portfolio in accordance with the terms set forth herein. The Trustees shall cause a written notice to be sent to the Transfer Agent to the effect that it has established a new Portfolio and that it appoints the Transfer Agent as transfer agent and shareholder servicing agent for the new Portfolio. Such written notice must be received by the Transfer Agent in a reasonable period of time prior to the commencement of operations of the new Portfolio to allow the Transfer Agent in the ordinary course of its business, to prepare to perform its duties for such new Portfolio. 3. Compensation (a) The Trust will compensate the Transfer Agent for the performance of its obligations hereunder in accordance with the fees set forth in the written schedule of fees annexed hereto as Schedule A and incorporated herein. Schedule A does not include out-of-pocket disbursements of the Transfer Agent for which the Transfer Agent shall be entitled to bill the Trust separately. The Transfer Agent will bill the Trust as soon as practicable after the end of each calendar month, and said billings will be detailed in accordance with the Schedule A. The Trust will promptly pay to the Transfer Agent the amount of such billing. Out-of-pocket disbursements shall mean the items specified in the written schedule of out-of-pocket charges annexed hereto as Schedule B and incorporated herein. Reimbursement by the Trust for such out-of-pocket disbursements incurred by the Transfer Agent in any month shall be made as soon as practicable after the receipt of an itemized bill from the Transfer Agent. Reimbursement by the Trust for expenses other than those specified in Schedule B shall be upon mutual agreement of the parties as provided in Schedule B. (b) The parties hereto will agree upon the compensation for acting as transfer agent for any Portfolio hereafter established and designated at or before the time that the Transfer Agent commences serving as such for said Portfolio, and such agreement shall be reflected in a written schedule of fees for that Portfolio, dated and signed by an Officer of each party hereto, which shall be attached to Schedule A of this Agreement and incorporated herein. (c) Any compensation agreed to hereunder may be adjusted from time to time by attaching to Schedule A of this Agreement a revised Fee Schedule, dated and signed by an Officer of each party hereto. 4. Documents. In connection with the appointment of the Transfer Agent, the Trust shall upon request, on or before the date this Agreement goes into effect, but in any case within a reasonable period of time for the Transfer Agent to prepare to perform its duties hereunder, furnish the Transfer agent with the following documents. (a) certified copy of the Declaration of Trust, as amended; (b) A certified copy of the By-laws of the Trust, as amended; (c) A copy of the resolution of the Trustees authorizing the execution and delivery of this Agreement; (d) If applicable, a specimen of the certificate for Shares of each Portfolio of the Trust in the form approved by the Trustees, with a certificate of the Secretary of the Trust as to such approval; (e) All account application forms and other documents relating to Shareholder accounts or to any plan, program or service offered by the Trust; (f) A signature card bearing the signatures of any Officer of the Trust or other Authorized Person who will sign Written Instructions. 5. Further Documentation. The Trust will also furnish from time to time the following documents: (a) Each resolution of the Trustees authorizing the establishment and designation of any new Portfolio; (b) Certified copies of each vote of the Trustees designating Authorized Persons; (c) The current Prospectus and Statement of Additional Information of the Trust. (d) Certificates as to any change in any Officer or Trustee of the Trust. 6. Representations of the Trust. The Trust represents to the Transfer Agent that all outstanding Shares are validly issued, fully paid and non-assessable by the Trust. When Shares are hereafter issued in accordance with the terms of the Trust's of Declaration of Trust and its Prospectus, such Shares shall be validly issued, fully paid and non-assessable by the Trust. In the event that the Trustees shall declare a distribution payable in Shares, the Trust shall deliver to the Transfer Agent written notice of such declaration signed on behalf of the Trust by an Officer thereof, upon which the Transfer Agent shall be entitled to rely for all purposes, certifying (i) the number of Shares involved and (ii) that all appropriate action has been taken. 7. Duties of the Transfer Agent. The Transfer Agent shall be responsible for administering and/or performing transfer agent functions; for acting as service agent in connection with dividend and distribution functions; and for performing shareholder account and administrative agent functions in connection with the issuance, transfer and redemption or repurchase (including coordination with the Custodian) of Shares. The operating standards and procedures to be followed shall be determined from time to time by agreement between the Transfer Agent and the Trust and shall be expressed in a written schedule of duties of the Transfer Agent annexed hereto as Schedule C and incorporated herein. 8. Recordkeeping and Other Information. The Transfer Agent shall create and maintain all necessary records in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31 (a) of the 1940 Act, as amended, and the Rules thereunder, as the same may be amended from time to time, and those records pertaining to the various functions performed by it hereunder which are set forth in Schedule C and Exhibit 1 to Schedule C attached hereto. All records and other data established and maintained by the Transfer Agent pursuant to this Agreement shall be the property of the Trust, shall be available for inspection and use by the Trust and shall be surrendered promptly upon request. Where applicable, such records shall be maintained by the Transfer Agent for the periods and in the places required by Rule 31a-2 under the 1940 Act, as the same may be amended from time to time. Disposition of such records after such prescribed periods shall be as mutually agreed upon from time to time by the Trust and the Transfer Agent. 9. Audit, Inspection and Visitation. The Transfer Agent shall make available during regular business hours all records and other data created and maintained pursuant to this Agreement for reasonable audit and inspection by the Trust, or any person retained by the Trust. Upon reasonable notice by the Trust, the Transfer Agent shall make available during regular business hours its facilities and premises employed in connection with its performance of this Agreement for reasonable visitation by the Trust, or any person retained by the Trust, to inspect its operating capabilities or for any other reason. 10. Confidentiality of Records. The Transfer Agent agrees to treat all records and other information relative to the Trust and its prior, present or potential Shareholders in confidence except that, after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Transfer Agent may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Trust. 11. Reliance by the Transfer Agent; Instructions (a) The Transfer Agent will be protected in acting upon Written or Oral Instructions which it may reasonably have believed to have been executed or orally communicated by an Authorized Person and will not be held to have any notice of any change of authority or any person until receipt of a Written Instruction thereof from the Trust. The Transfer Agent will also be protected in processing Share certificates which it reasonably believes to bear the proper manual or facsimile signatures of the Officers of the Trust and the proper countersignature of the Transfer Agent. (b) At any time the Transfer Agent may apply to any Authorized Person of the Trust for Written Instructions and may, after obtaining prior oral or written approval by an Authorized Person, seek advice from legal counsel for the Trust, or its own legal counsel, with respect to any matter arising in connection with this Agreement, and it shall not be liable for any action taken or not taken or suffered by it in good faith in accordance with such Written Instructions or in accordance with the opinion of counsel for the Trust or for the Transfer Agent. Written Instructions requested by the Transfer Agent will be provided by the Trust within a reasonable period of time. In addition, the Transfer Agent, its officers, agents or employees, shall accept Oral Instructions or Written Instructions given to them by any person representing or acting on behalf of the Trust only if said representative is known by the Transfer Agent, or its officers, agents or employees, to be an Authorized Person. The Transfer Agent shall have no duty or obligation to inquire into, nor shall the Transfer Agent be responsible for, the legality of any act done by it upon the request or direction of an Authorized Person. (c) Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for: (i) the legality of the issuance or sale of any Shares or the sufficiency of the amount to be received therefor; (ii) the propriety of the amount per share to be paid on any redemption; (iii) the legality of the declaration of any dividend by the Trustees, or the legality of the issuance of any Shares in payment of any dividend; or (iv) the legality of any recapitalization or readjustment of the Shares. 12. Acts of God, etc. The Transfer Agent will not be liable or responsible for delays or errors by reason or circumstances beyond its control, including acts of civil or military authority, national emergencies, fire, mechanical breakdown beyond its control, flood, acts of God, insurrection, war, riots, and loss of communication or power supply. 13. Duty of Care and Indemnification. The Trust will indemnify the Transfer Agent against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit not resulting from the bad faith or negligence of the Transfer Agent, and arising out of, or in connection with, its duties on behalf of the Trust hereunder. In addition, the Trust will indemnify the Transfer Agent against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand action or suit as a result of: (i) any action taken in accordance with Written or Oral Instructions, or any other instructions, or share certificates reasonably believed by the Transfer Agent to be genuine and to be signed, countersigned or executed, or orally communicated by an Authorized Person; (ii) any action taken in accordance with written or oral advice reasonably believed by the Transfer Agent to have been given by counsel for the Trust or its own counsel; or (iii) any action taken as a result of any error or omission in any record which the Transfer Agent had no reason to believe was inaccurate (including but not limited to magnetic tapes, computer printouts, hard copies and microfilm copies) and was delivered, or caused to be delivered, by the Trust to the Transfer Agent in connection with this Agreement. In any case in which the Trust may be asked to indemnify or hold the Transfer Agent harmless, the Trust shall be advised of all pertinent facts concerning the situation in question and the Transfer Agent shall notify the Trust promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Trust. The Trust shall have the option to defend the Transfer Agent against any claim which may be the subject of this indemnification and, in the event that the Trust so elects, such defense shall be conducted by counsel chosen by the Trust, and thereupon the Trust shall take over complete defense of the claim and the Transfer Agent shall sustain no further legal or other expenses in such situation for which it seeks indemnification under this Section 13. The Transfer Agent will not confess any claim or make any compromise in any case in which the Trust will be asked to provide indemnification, except with the Trust's prior written consent. The obligations of the parties hereto under this Section shall survive the termination of this Agreement. 14. Terms and Termination. This Agreement shall become effective on the date first set forth above (the "Effective date") and shall continue in effect from year to year thereafter as the parties may mutually agree; provided, however, that either party hereto may terminate this Agreement by giving to the other party a notice in writing specifying the date of such termination, which shall not be less than 60 days after the date of receipt of such notice. In the event such notice is given by the Trust, it shall be accompanied by a resolution of the Board of Trustees, certified by a Secretary, electing to terminate this Agreement and designating a successor transfer agent or transfer agents. Upon such termination the Transfer Agent will deliver to such successor a certified list of shareholders of the Trust (with names, addresses and taxpayer identification or Social Security numbers and such other federal tax information as the Transfer Agent may be required to maintain), an historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established or maintained by the Transfer Agent under this Agreement in the form reasonably acceptable to the Trust, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from the Transfer Agent's personnel in the establishment of books, records and other data by such successor or successors. If this Agreement is terminated, the Transfer Agent shall deliver all records and data established or maintained under this Agreement without compensation or other fees except that the Transfer Agent shall be entitled to incidental out-of-pocket expenses as limited by and provided for in Schedule B to this Agreement incurred in the delivery of such records and data. 15.Amendment. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties. 16. Subcontracting. The Trust agrees that the Transfer Agent may, in its discretion, subcontract for certain of the services described under this Agreement or the Schedules hereto; provided that the appointment of any such Agent shall not relieve the Transfer Agent of its responsibilities hereunder and provided that the Transfer Agent has given 30 days prior written notice to an Authorized Person. 17. Use of Transfer Agent's Name. The Transfer Agent shall approve all reasonable uses of its name which merely refer in accurate terms to its appointment hereunder or which are required by the Commission or a state securities commission. 18. Use of the Trust's Name. The Transfer Agent shall not use the name of the Trust or material relating to the Trust on any documents or forms for other than internal use in a manner not approved prior thereto in writing; provided, that the Trust shall approve all reasonable uses of its name which merely refer in accurate terms to the appointment of the Transfer Agent or which are required by the Commission or a state securities commission. 19. Security. The Transfer Agent represents and warrants that, to best of its knowledge, the various procedures and systems which the Transfer Agent has implemented or will implement with regard to safeguarding from loss or damage attributable to fire, theft or any other cause (including provision for 24 hours-a-day restricted access) of the Trust's records and other data and the Transfer Agent's records, data, equipment, facilities and other property used in the performance of its obligations hereunder are adequate and that it will make such changes therein from time to time as in its judgement are required for the secure performance of its obligations hereunder. The parties shall review such systems and procedures on a periodic basis. 20. Insurance. The Transfer Agent shall notify the Trust should any of its insurance coverage as set forth in Schedule D attached hereto be changed for any reason. Such notification shall include the date of change and reason or reasons therefor. The Transfer Agent shall notify the Trust of any claims against it whether or not they may be covered by insurance and shall notify the Trust from time to time as may be appropriate, and at least within 30 days following the end of each fiscal year of the Transfer Agent, of the total outstanding claims made by the Transfer Agent under its insurance coverage. 21. Miscellaneous (a) Any notice or other instrument authorized or required by this Agreement to be given in writing to the Trust or the Transfer Agent, shall be sufficiently given if addressed to that party and received by it at its office set forth below or at such other place as it may from time to time designate in writing. To the Trust: The Wright Managed Bond Trust 24 Federal Street Boston, Massachusetts 02110 Attention: H. Day Brigham, Jr., Esq. To the Transfer Agent: Boston Safe Deposit and Trust Company One Boston Place Boston, Massachusetts 02108 Attn: Susan Mann (b) This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall be assignable without the written consent of the other party. (c) This Agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts. (d) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original; but such counterparts shall, together, constitute only one instrument. (e) The captions of this Agreement are included for convenience or reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. 22. Liability of Directors, Officers and Shareholders. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and signed by an authorized Officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such Officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not are not binding upon any of the Trustees or shareholders of the Trust, but bind only the trust property of the Trust as provided in the Declaration of Trust. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunder duly authorized as of the day and year first above written. The Wright Managed Bond Trust Attest: /s/ Paul D. Wallace, Jr. By: /s/ James L. O'Connor ------------------------ --------------------- BOSTON SAFE DEPOSIT AND TRUST COMPANY Attest: By: /s/ Susan Mann ------------------------- ---------------- Appendix A AUTHORIZED PERSONS Benjamin A. Rowland, Jr. Richard E. Houghton Daniel A. MacLellan Robert A. Chisholm Schedule A SCHEDULE OF FEES Transfer Agent fees are paid monthly based upon a monthly fee of $625 per Portfolio. Schedule B OUT-OF-POCKET EXPENSES The Trust shall reimburse the Transfer Agent monthly for the following out-of-pocket expenses: o Postage and mailing o forms o outgoing wire charges o telephone o if applicable, magnetic tape and freight o retention of records o microfilm/microfiche o stationery o if applicable, terminals, transmitting lines and any expenses incurred in connection with such terminals and lines The Trust agrees that an estimate of the postage and mailing expenses of the Transfer Agent will be paid on the day of or prior to a mailing if requested reasonably in advance by the Transfer Agent. In addition, the Trust will reimburse the Transfer Agent for any other expenses incurred by the Transfer Agent as to which the Trust and the Transfer Agent mutually agree are not otherwise properly borne by the Transfer Agent as part of its duties and obligations under the Agreement. Schedule C DUTIES OF THE TRANSFER AGENT (See Exhibit 1 for Summary of Services) 1. Shareholder Information. The Transfer Agent shall maintain a record of the number of Shares held by each holder of record which shall include their addresses and taxpayer identification numbers and which shall indicate whether such Shares are held in certificated or uncertificated form. 2. Shareholder Services. The Transfer Agent will investigate all Shareholder inquiries relating to Shareholder accounts and will answer all correspondence from Shareholders and others relating to its duties hereunder between the Transfer Agent and the Trust. The Transfer Agent shall keep records of Shareholder correspondence and replies thereto, and of the lapse of time between the receipt of such correspondence and the mailing of such replies. 3. State Registration Reports. The Transfer Agent shall furnish the Trust, on a state-by-state basis, sales reports, such periodic and special reports as the Trust may reasonably request, and such other information, including Shareholder lists and statistical information concerning accounts, as may be agreed upon from time to time between the Trust and the Transfer Agent. 4. Share Certificates (a) At the expenses of the Trust, the Transfer Agent shall maintain an adequate supply of blank Share certificates for each Portfolio to meet the Transfer Agent's requirements therefor. Such Share certificates shall be properly signed by facsimile. The Trust agrees that, notwithstanding the death, resignation, or removal of any Officer of the Trust whose signature appears on such certificates, the Transfer Agent may continue to countersign certificates which bear such signatures until otherwise directed by the Trust. (b) The Transfer Agent shall issue replacement Share certificates in lieu of certificates which have been lost, stolen or destroyed without any further action by the Board of Trustees or any Officer of the Trust, upon receipt by the Transfer Agent of properly executed affidavits and lost certificate bonds, in form satisfactory to the Transfer Agent, with the Trust and the Transfer Agent as obligees under the bond. (c) The Transfer Agent shall also maintain a record of each certificate issued, the number of Shares represented thereby and the holder of record. With respect to Shares held in open accounts or uncertificated forms, i.e., no certificate being issued with respect thereto, the Transfer Agent shall maintain comparable records of the record holders thereof, including their names, addresses and taxpayer identification numbers. The Transfer Agent shall further maintain separately for the Trust a stop transfer record on lost and/or replaced certificates. 5. Mailing Communications to Shareholders; Proxy Materials. The Transfer Agent will address and mail to Shareholders of the Trust all reports to Shareholders, dividend and distribution notices and proxy material for the Trust's meetings of Shareholders, and such other communications as the Trust may authorize. In connection with meetings of Shareholders, the Transfer Agent will prepare Shareholder lists, mail and certify as to the mailing of proxy materials, process and tabulate returned proxy cards, report on proxies voted prior to meetings, act as inspector of election at meetings and certify Shares voted at meetings. 6. Sales of Shares (a) Processing of Investment Checks or Other Investments. Upon receipt of any check or other instrument drawn or endorsed to it as agent for, or identified as being for the account of, the Trust, or drawn or endorsed to the Distributor of the Trust's Shares for the purchase of Shares, the Transfer Agent shall stamp the check with the date of receipt, shall forthwith process the same for collection and shall record the number of Shares sold, the trade date and price per Share, and the amount of money to be delivered to the Custodian of the Trust for the sale of such Shares. Upon receipt of an order to purchase shares from a broker or dealer pursuant to procedures approved by the Trust, the Transfer Agent shall record the number of Shares sold for the account of such broker or dealer, the trade date and price per share, the amount of money to be delivered to the Custodian of the Trust for the sale of such Shares, and shall confirm such order and amount to the broker or dealer promptly in accordance with good industry practice. (b) Issuance of Shares. Upon receipt of notification that the Custodian has received the amount of money specified in the first paragraph of section (a) above, the Transfer Agent shall issue to and hold in the account of the purchaser/Shareholder, or if no account is specified therein, in a new account established in the name of the purchaser, the number of Shares such purchaser is entitled to receive, as determined in accordance with applicable Federal law or regulation. (c) Confirmation. The Transfer Agent shall send to the purchaser/Shareholder a confirmation of each purchase which will show the new Share balance, the Shares held under a particular plan, if any, for withdrawing investments, the amount invested and the price paid for the newly purchased Shares, or will be in such other form as the Trust and the Transfer Agent may agree from time to time. (d) Suspension of Sales of Shares. The Transfer Agent shall not be required to issue any Shares of the Trust where it has received a Written Instruction from the Trust or written notice from any appropriate Federal or state authority that the sale of the Shares of the Trust has been suspended or discontinued, and the Transfer Agent shall be entitled to rely upon such Written Instructions or written notification. (e) Taxes in Connection with Issuance of Shares. Upon the issuance of any Shares in accordance with the foregoing provisions of this Section, the Transfer Agent shall not be responsible for the payment of any original issue or other taxes required to be paid in connection with such issuance. (f) Returned Checks. In the event that any check or other order for the payment of money is returned unpaid for any reason, the Transfer Agent will: (i) give prompt notice of such return to the Trust or its designee; (ii) place a stop transfer order against all Shares issued as a result of such check or order; and (iii) take such actions as the Transfer Agent may from time to time deem appropriate. 7. Redemptions (a) Requirements for transfer or Redemption of Shares. The Transfer Agent shall process all requests from Shareholders to transfer or redeem Shares in accordance with the procedures set forth in the Trust's Prospectus, or as authorized by the Trust pursuant to Written Instructions, including, but not limited to, all requests from Shareholders to redeem Shares of each Portfolio, all determinations of the number of Shares required to be redeemed to fund designated monthly payments and automatic payments or any such distribution or withdrawal plan. The Transfer Agent reserves the right to refuse to transfer or redeem Shares until it is satisfied that the instructions to do so are valid and genuine, in accordance with procedures set forth in the Trust's Prospectus. The Transfer Agent shall incur no liability for the refusal, in good faith, to make transfer or redemptions which the Transfer Agent, in its good judgment deems improper or unauthorized based upon such procedures, or until it is reasonably satisfied that there is no basis for any claim adverse to such transfer or redemption. The Transfer Agent may in effecting transactions, rely upon the provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the provisions of Article 8 of the Uniform Commercial Code, as the same may be amended from time to time in the Commonwealth of Massachusetts, which in the opinion of legal counsel for the Trust or of its own legal counsel protect it in not requiring certain documents in connection with the transfer or redemption of Shares. The Trust may authorize the Transfer Agent to waive the signature guarantee in certain cases by Written Instructions. For the purpose of the redemption of Shares of each Portfolio which have been purchased within 15 days of a redemption request, the Trust shall provide the Transfer Agent with written Instructions (see Exhibit 2 hereto) concerning the time within which such requests may be honored. (b) Notice to Custodian. When Shares are redeemed, the Transfer Agent shall, upon receipt of the instructions and documents in proper form, deliver to the Custodian a notification setting forth the applicable Portfolio and the number of Shares to be redeemed. Such redemptions shall be reflected on appropriate accounts maintained by the Transfer Agent reflecting outstanding Shares of the Trust and Shares attributed to individual accounts and, if applicable, any individual withdrawal or distribution plan. (c) Payment of Redemption Proceeds. The Transfer Agent shall, upon receipt of the money paid to it by the Custodian for the redemption of Shares, pay to the Shareholder, or his authorized agent or legal representative, such moneys as are received from the Custodian, all in accordance with the redemption procedures described in the Trust's Prospectus; provided, however, that the Transfer Agent shall pay the proceeds of any redemption of Shares purchased within a period of time agreed upon in writing by the Transfer Agent and the Trust only in accordance with procedures agreed to in writing by the Transfer Agent and the Trust for determining that good funds have been collected for the purchase of such Shares, such written procedures being attached to this Schedule as Exhibit 2. The Trust shall indemnify the Transfer Agent for any payment of redemption proceeds or refusal or make such payment if the payment or refusal to pay is in accordance with said written procedures. The Transfer Agent shall not process or effect any redemptions pursuant to a plan of distribution or redemption or in accordance with any other Shareholder request upon the receipt by the Transfer Agent of notification of the suspension of the determination of the Trust's net asset value. (d) The Transfer Agent shall send to the Shareholder a confirmation of each redemption showing the amount (and price) of shares redeemed, the new Share balance, and such other information as the Trust may request from time to time. 8. Dividends (a) Notice to Transfer Agent and Custodian. Upon the declaration of each dividend and each capital gains distribution by the Board of Trustees of the Trust with respect to Shares of a Portfolio, the Trust shall furnish to the Transfer Agent Written Instructions setting forth, with respect to Shares of such Portfolio the date of the declaration of such dividend or distribution, the ex-dividend date, the date of payment thereof, the record date as of which Shareholders entitled to payment shall be determined, the amount payable per Share to the Shareholders of record as of that date, the total amount payable to the Transfer Agent on the payment date and whether such dividend or distribution is to be paid in Shares of such class at net asset value. On or before the payment date specified in such resolution of the Board of Trustees, the Trust will cause the Custodian of the Trust to pay to the Transfer Agent sufficient cash to make payment to the Shareholders of record as of such payment date. (b) Payment of Dividends by the Transfer Agent. The Transfer Agent will, on the designated payment date, automatically reinvest all dividends in additional Shares at net asset value (determined on the record date of such dividend with respect to Shareholders who have elected such reinvestment), and promptly mail to each Shareholder at his address of record, or such other address as the Shareholder may have designated, a statement showing the number of full and fractional Shares (rounded to three decimal places) then currently owned by the Shareholder and the net asset value of the Shares so credited to the Shareholder's account. All other dividends shall be paid in cash, or by check, to Shareholders or their designees, for shareholders who have so elected. (c) Insufficient Funds for Payments. If the Transfer Agent does not receive sufficient cash from the Custodian to make total dividend and/or distribution payments to all Shareholders of a Portfolio of the Trust as of the record date, the Transfer Agent will, upon notifying the Trust, withhold payment to all Shareholders of record as of the record date until such sufficient cash is provided to the Transfer Agent. (d) Information Returns. It is understood that the Transfer Agent shall file in a timely manner such appropriate information returns concerning the payment of dividends, return of capital, capital gains distributions and special information returns for retirement plan accounts with the proper Federal, state, local and other authorities as are required by law to be filed and shall be responsible for the withholding of taxes, if any, due on such dividends or distributions to Shareholders when required to withhold taxes under applicable law. The Transfer Agent shall also mail copies of such information returns to the appropriate Shareholders. Exhibit 1 to Schedule C Summary of Services The services to be performed by the Transfer Agent shall be as follows: A. DAILY RECORDS Maintain daily on disk, tape or other magnetic media the following information with respect to each shareholder account as received: o Name and Address (Zip Code) o Balance of Shares held by Transfer Agent o State of residence code o Beneficial owner code: i.e, male, female, joint tenant, etc. o Dividend code (reinvestment) o Number of Shares held in certificate form o Tax information (certified tax identification number, any TEFRA and backup withholding) o Other special coding for retirement plan accounts B. OTHER DAILY ACTIVITY o Answer written inquiries relating to Shareholder accounts (matters relating to portfolio management, distribution of Shares and other management policy questions will be referred to the Trust). o Furnish a Statement of Additional Information to any Shareholder who requests (in writing or by telephone) such statement from the Transfer Agent. o Examine and process Share purchase applications in accordance with the Prospectus. o Furnish Forms W-9 to all shareholders whose initial subscriptions for Shares did not include certified taxpayer identification numbers. o Process additional payments into established Shareholder accounts in accordance with the Prospectus. o Upon receipt of proper instructions and all required documentation, process requests for redemption of Shares. o In accordance with procedures outlined in the Trust's Prospectus, process and effect telephone exchanges among funds with similar distribution plans. o Maintain records of Letter of Intent escrow shares. o Maintain records necessary to properly invoke the contingent deferred sales charge. o Identify redemption requests made with respect to accounts in which Shares have been purchased within an agreed-upon period of time for determining whether good funds have been collected with respect to such purchase and process as agreed by the Transfer Agent and the Trust in accordance with written procedures set forth in the Trust's Prospectus. o Examine and process all transfers of Shares, ensuring that all transfer requirements and legal documents have been supplied. o Issue and mail replacement checks. o Maintain and execute share purchases with respect to Rights of Accumulation. C. SPECIAL REQUIREMENTS WITH RESPECT TO DAILY FUNDING The Transfer Agent shall provide the Custodian on or before 9:30 A.M. each day reports summarizing the previous day's transaction activity, subtotaled by transaction type and trade date, and showing the balance of the Trust's shares outstanding and other pertinent information. These reports shall indicate all cash amounts to be paid or received by the Trust for such purposes as settling sales and redemption of Trust Shares or making distributions to Shareholders. Providing that the Transfer Agent has reported the daily settlement amounts in a timely manner with appropriate back-up documentation, the Trust will cause to be wired monies due the Transfer Agent by the Trust on or before the close of business that day. All monies due the Trust from the Transfer agent shall be wired by the Transfer Agent on or before 2:00 P.M. D. REPORTS PROVIDED TO THE TRUST AND/OR THE CUSTODIAN Furnish the following reports to the Fund: o Daily financial totals o Monthly form N-SAR information (sales/redemptions) o Monthly report of outstanding Shares o Monthly analysis of accounts by beneficial owner code o Monthly analysis of accounts by share range o Bi-monthly analysis of sales by state; provide a "warning system" that informs the Fund when sales of Shares in certain states are within a specified percentage of the Shares registered in the state. E. DIVIDEND AND REDEMPTION ACTIVITY o Calculate and process Share dividends and distributions as instructed by the Trust. o Compute; prepare and mail all necessary reports to Shareholders, federal and/or state authorities as requested by the Trust. o On the payable date of a distribution to shareholders, the Transfer Agent shall deliver to the Custodian a complete dividend reconciliation, including the record date shares, total amount distributed, amount reinvested and cash due the Transfer Agent. Payment of the cash by the Custodian upon receipt of the reconciliation shall be contingent upon the Custodian's assent that the figures in such reconciliation appear to be reasonable. o The Transfer Agent shall deliver a final dividend reconciliation to the Custodian no later than 30 days after the payable date which will reflect any adjustments made subsequent to the payable date. After the final dividend reconciliation is prepared, no further adjustments shall be made to affect the total amount of the distribution without the written approval of the Trust. F. MEETINGS OF SHAREHOLDERS o Cause to be mailed proxy and related material for all meetings of Shareholders. Tabulate returned proxies (proxies must be adaptable to mechanical equipment of the Transfer Agent or its agents) and supply daily reports when sufficient proxies have been received. o Prepare and submit to the Trust an Affidavit of Mailing. o At the time of the meeting, if requested, furnish a certified list of Shareholders in hard copy, microfilm or microfiche and Inspectors of Election. G. PERIODIC ACTIVITIES o Cause to be mailed reports, Prospectuses, and any other enclosures requested by the Trust (material must be adaptable to the mechanical equipment of Transfer Agent or its agents). o Produce and mail periodic statements as requested to Shareholders and broker/dealers. H. AS OF TRANSACTIONS o The Transfer Agent shall make every effort to minimize the occurrence of "as of" transactions. For those that do occur, the Transfer Agent shall maintain records as to the reason for the delay in processing. In the event the delayed processing is the fault of the Transfer Agent, and the Trust sustains a loss, the Trust shall be entitled to compensation from the Transfer Agent. Exhibit 2 to Schedule C It is hereby agreed between the Trust and the Transfer Agent that Shares purchased by personal check may be redeemed only after they are deemed to have been collected in accordance with the attached check-aging schedule. The check-aging schedule, which is based upon a Shareholder's address of record, designates the number of days between the receipt of an investment check by the Transfer Agent and the date on which funds provided by such checks will be deemed to have been collected. CHECK-AGING SCHEDULE STATE STATE NUMBER CODE ABBREV. STATE DESCRIPTION OF DAYS - ----- -------- ----------------- -------- 01 AL Alabama 9 02 AK Alaska 15 03 AZ Arizona 12 04 AR Arkansas 9 05 CA California 13 06 CO Colorado 11 07 CT Connecticut 7 08 DE Delaware 7 09 DC District of Columbia 8 10 FL Florida 9 11 GA Georgia 9 12 HI Hawaii 15 13 ID Idaho 11 14 IL Illinois 10 15 IN Indiana 10 16 IA Iowa 10 17 KS Kansas 10 18 KY Kentucky 9 19 LA Louisiana 9 20 ME Maine 7 21 MD Maryland 8 22 MA Massachusetts 7 23 MI Michigan 10 24 MN Minnesota 10 25 MS Mississippi 10 26 MO Missouri 10 27 MT Montana 11 STATE STATE NUMBER CODE ABBREV. STATE DESCRIPTION OF DAYS - ---- ------- ----------------- ------- 28 NE Nebraska 10 29 NV Nevada 11 30 NH New Hampshire 7 31 NJ New Jersey 8 32 NM New Mexico 11 33 NY New York 8 34 NC North Carolina 9 35 ND North Dakota 11 36 OH Ohio 10 37 OK Oklahoma 11 38 OR Oregon 12 39 PA Pennsylvania 8 40 RI Rhode Island 7 41 SC South Carolina 9 42 SD South Dakota 11 43 TN Tennessee 9 44 TX Texas 11 45 UT Utah 12 46 VT Vermont 7 47 VA Virginia 9 48 WA Washington 12 49 WV West Virginia 9 50 WI Wisconsin 10 51 WY Wyoming 11 52 PR Puerto Rico 16 53 53 APO, FPO New York 54 54 APO, FPO California 55 55 Other U.S. Possessions 56 56 Foreign Addresses SCHEDULE D SCHEDULE OF INSURANCE COVERAGE Boston Safe Deposit and Trust Company ("Boston Safe"), and its New York clearing facility, Boston Safe Clearing Corporation, are named insureds under the following insurance policies presently in force covering assets held in custody at either company. BANKERS BLANKET BOND Basic Coverage: $22,500,000 Carrier: Continental Insurance Company #BND1619079, et al., policy dated April 7, 1985 and effective until cancelled. Deductible: $250,000 This coverage relates to any dishonest act of any employee of Boston Safe and to any loss by burglary or mysterious unexplainable disappearance of securities. The bond provides coverage for forgery losses up to $2,500,000 and losses for Boston Safe's acceptance of counterfeited securities in good faith up to $1,000,000. Additional Coverage; In addition, both companies are named insureds for $57,500,000 of excess bond coverage through American Express, bringing the total blanket bond coverage to $80,000,000. Also, through American Express, Boston Safe has $245,000,000 of Lost Instrument Bond coverage in addition to the $80.0 million blanket bond coverage. ERRORS AND OMISSIONS & FIDUCIARY LIABILITY INSURANCE POLICY Coverage: $5,000,000 Carrier First State Insurance Company, policy dated November 14, 1988, and effective until November 14, 1989 Deductible: $250,000 Protection under the Errors and Omissions Policy for an account would be in the area of any alleged negligent act, error, or omission committed by Boston Safe in the course of its performance of its duties as Custodian. As a participant in the Depository Trust Company ("DTC"), Boston Safe is insured under policies made available by DTC with respect to securities deposited. EX-99.9(B) 13 SERVICE AGREEMENT THE WINTHROP CORPORATION 1000 LAFAYETTE BOULEVARD BRIDGEPORT, CT 06604 February 1, 1996 Wright Investors' Service, Inc. 1000 Lafayette Boulevard Bridgeport, CT 06604 Re: Service Agreement Ladies and Gentlemen: The Winthrop Corporation ("Winthrop") is the investment adviser to each of the investment companies and series listed below (the "Funds") under Investment Advisory Contracts between Winthrop and the Funds (the "Investment Advisory Contracts"). NAME OF DATE OF INVESTMENT TRUST AND FUND ADVISORY CONTRACT ---------------- ------------------- THE WRIGHT MANAGED INCOME TRUST - -------------------------------------- Wright U.S. Treasury Money Market Fund April 1, 1991 Wright U.S. Treasury Fund December 21, 1987 Wright U.S. Treasury Near Term Fund December 21, 1987 Wright Total Return Bond Fund December 21, 1987 Wright Insured Tax Free Bond Fund December 21, 1987 Wright Current Income Fund December 21, 1987 THE WRIGHT MANAGED EQUITY TRUST - -------------------------------------- Wright Quality Core Equities Fund December 21, 1987 Wright Selected Blue Chip Equities Fund December 21, 1987 Wright Junior Blue Chip Equities Fund December 21, 1987 NAME OF DATE OF INVESTMENT TRUST AND FUND ADVISORY CONTRACT --------------- ------------------- Wright International Blue Chip Equities Fund December 21, 1987 THE WRIGHT EQUIFUND EQUITY TRUST - ------------------------------------- Wright EquiFund-Australasia April 1, 1994 Wright EquiFund-Austria January 20, 1994 Wright EquiFund-Belgium/Luxembourg January 20, 1994 Wright EquiFund-Britain April 17, 1995 Wright EquiFund-Canada January 20, 1994 Wright EquiFund-France January 20, 1994 Wright EquiFund-Germany January 20, 1994 Wright EquiFund-Hong Kong August 25, 1994 Wright EquiFund-Ireland April 1, 1994 Wright EquiFund-Italy August 25, 1994 Wright EquiFund-Japan January 20, 1994 Wright EquiFund-Mexico April 1, 1994 Wright EquiFund-Netherlands August 25, 1994 Wright EquiFund-Nordic January 20, 1994 Wright EquiFund-Spain August 25, 1994 Wright EquiFund-Switzerland January 20, 1994 Wright EquiFund-United States April 1, 1994 Wright EquiFund-Global April 1, 1994 Wright EquiFund-International April 1, 1994 The Wright Managed Blue Chip Series Trust - ----------------------------- Wright Managed Money Market Portfolio August 10, 1993 Wright Government Obligations Portfolio August 10, 1993 Wright Near Term Bond Portfolio August 10, 1993 Wright Total Return Bond Portfolio August 10, 1993 Wright Selected Blue Chip Portfolio August 10, 1993 Wright International Blue Chip Portfolio August 10, 1993 Subject to the approval of the Boards of Trustees of the Funds, Winthrop has selected Wright Investors' Service, Inc., a wholly-owned subsidiary of Winthrop, to provide portfolio management services for each Fund. You agree that you are willing to provide such services for each Fund and, accordingly, Winthrop and you agree as follows: 1. Portfolio Management Duties of Wright. Winthrop hereby employs Wright to provide continuing and suitable portfolio management services to each Fund and to manage the investment and reinvestment of the assets of each Fund, subject to the supervision of Winthrop and the Trustees of each Fund, for the period and on the terms set forth in this Agreement. Wright hereby accepts such employment, and undertakes to afford to each Fund the advice and assistance of Wright's organization in the choice of investments and in the purchase and sale of securities for each Fund and to furnish for the use of each Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund and to pay the salaries and fees of all officers and Trustees of each Fund who are members of Wright's organization and all personnel of Wright performing services relating to research and investment activities. Wright shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent any Fund in any way or otherwise be deemed an agent of any Fund. Wright shall provide each Fund with such portfolio management services and supervision as Winthrop may from time to time consider necessary for the proper supervision of such Fund's investments. Wright shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of each Fund's assets shall be held uninvested, subject always to the applicable restrictions of the Fund's Declaration of Trust, By-Laws and registration statement under the Investment Company Act of 1940, all as from time to time amended. Should the Trustees of any Fund at any time, however, make any specific determination as to investment policy for the Fund and notify Wright thereof in writing, Wright shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. Wright shall take, on behalf of each Fund, all actions which it deems necessary or desirable to implement the investment policies of the Fund. Wright shall place all orders for the purchase or sale of portfolio securities for the account of each Fund with brokers or dealers or banks or firms or other persons selected by Wright, and to that end Wright is authorized as the agent of Winthrop and each Fund to give instructions to the custodian of the Fund as to deliveries of securities and payment of cash for the account of the Fund. In connection with the selection of such brokers or dealers or banks or firms or other persons and the placing of such orders, Wright shall use its best efforts to seek to execute security transactions at prices which are advantageous to each Fund and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to Wright or Winthrop and Wright is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if Wright determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which Wright and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, Wright is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of any Fund. Wright shall not be responsible for providing certain administrative services to any Fund under this Agreement. Eaton Vance Management, in its capacity as Administrator of each Fund, shall be responsible for providing such services to the Fund under the Fund's separate Administration Agreement with the Administrator. 2. Compensation. For all services to be rendered and expenses paid or assumed by you as herein provided, Winthrop will cause each Fund to pay you monthly in arrears on the last business day of each month the entire amount of the advisory fee that Winthrop is entitled to receive from such Fund. 3. Allocation of Charges and Expenses. It is understood that each Fund will pay all its expenses other than those expressly stated to be payable by Wright hereunder, which expenses payable by each Fund shall include, without implied limitation, (i) expenses of maintaining each Fund and continuing its existence, (ii) registration for each Fund under the Invest- ment Company Act of 1940, (iii) commissions, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale and redemption of Fund shares, (viii) expenses of registering and qualifying each Fund and its shares under federal and state securities laws and of preparing and printing prospectuses for such purposes and for distributing the same to shareholders and investors, and fees and expenses of registering and maintaining registrations of each Fund and of its principal underwriter, if any, as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to each Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to each Fund, (xv) expenses for servicing the accounts of shareholders, (xvi) any direct charges to shareholders approved by the Trustees of a Fund, (xvii) all payments to be made and expenses to be assumed by a Fund pursuant to any one or more distribution plans adopted by the Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940, (xviii) compensation and expenses of Trustees of each Fund who are not members of Wright's organization, (xvix) the administration fees payable by each Fund to its Administrator, and (xx) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of each Fund to indemnify its Trustees, officers and shareholders with respect thereto. 4. Other Interests. It is understood that Trustees, officers and shareholders of each Fund are or may be or become interested in Wright as directors, officers, employees, shareholders or otherwise and that directors, officers, employees and shareholders of Wright are or may be or become similarly interested in the Fund, and that Wright may be or become interested in the Fund as a shareholder or otherwise. It is also understood that directors, officers, employees and shareholders of Wright may be or become interested (as directors, trustees, officers, employees, shareholders or otherwise) in other companies or entities (including, without limitation, other investment companies) which Wright or Winthrop may organize, sponsor or acquire, or with which Wright or Winthrop may merge or consolidate, and that Wright or its affiliates may enter into advisory or management agreements or other contracts or relationships with such other companies or entities. 5. Limitation of Liability of Wright. The services of Wright to Winthrop and each Fund are not deemed to be exclusive, Wright being free to render services to others and engage in other business activities. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of Wright, Wright shall not be subject to liability to Winthrop, any Fund or any shareholder for any act or omission in the course of, or connected with, rendering services hereunder or for any losses which may be sustained in the acquisition, holding or disposition of any security or other investment. 6. Duration and Termination of this Agreement. This Agreement shall become effective on February 1, 1996 and, unless terminated as herein provided, shall remain in full force and effect through and including February 28, 1997 and shall continue in full force and effect as to each Fund indefinitely thereafter, but only so long as such continuance after February 28, 1997 is specifically approved at least annually (i) by the Board of Trustees of such Fund or by vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees of such Fund who are not interested persons of Winthrop, Wright or the Fund cast in person at a meeting called for the purpose of voting on such approval. Any Fund or either party hereto may, at any time on sixty (60) days' prior written notice to the other, terminate this Agreement as to that Fund without the payment of any penalty, by action of the Trustees of such Fund or the directors of Winthrop or Wright, as the case may be, and each Fund may, at any time upon such written notice to Winthrop or Wright, terminate this Agreement as to that Fund by vote of a majority of the outstanding voting securities of such Fund. This Agreement shall terminate automatically as to any Fund in the event of its assignment or the assignment or termination of that Fund's Investment Advisory Contract. 7. Amendments of the Agreement. This Agreement may be amended by a writing signed by both parties hereto, provided that no amendment to this Agreement shall be effective as to any Fund until approved (i) by the vote of a majority of those Trustees of that Fund who are not interested persons of Winthrop, Wright or such Fund cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the outstanding voting securities of such Fund. 8. Limitation of Liability. Wright expressly acknowledges the provision in the Declaration of Trust of each Fund limiting the personal liability of the Trustees and officers of the Fund, and Wright hereby agrees that it shall not have recourse to or seek satisfaction from any Trustee, officer or shareholder of the Fund for payment of claims or obligations as between the Fund and Wright. No Fund shall be liable for the obligations of any other Fund. 9. Certain Definitions. The terms "assignment" and "interested persons" when used herein shall have the respective meanings specified in the Investment Company Act of 1940 as now in effect or as hereafter amended subject, however, to such exemptions as may be granted by the Securities and Exchange Commission by any rule, regulation or order. The term "vote of a majority of the outstanding voting securities" shall mean the vote, at a meeting of a Fund's shareholders, of the lesser of (a) 67 per centum or more of the shares of such Fund present or represented by proxy at the meeting if the shareholders of more than 50 per centum of the outstanding shares of the Fund are present or represented by proxy at the meeting, or (b) more than 50 per centum of the outstanding shares of the Fund. The terms "shareholders" and "shares" when used herein shall have the respective meaning specified in the Declaration of Trust of each Fund. 10. Responsibility of Winthrop. Notwithstanding this Agreement, Winthrop shall remain ultimately responsible for all of its obligations under the Investment Advisory Contracts. 11. Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Very truly yours, THE WINTHROP CORPORATION By:/s/Peter M. Donovan ---------------------- The foregoing Agreement is hereby agreed to as of the date hereof. WRIGHT INVESTORS' SERVICE, INC. By:/s/Judith Corchard ------------------- EX-99.10 14 OPINION OF COUNSEL The Wright Managed Income Trust 24 Federal Street, Boston, MA 02110 (617) 482-8260 EXHIBIT 10 February 26, 1996 The Wright Managed Income Trust 24 Federal Street Boston, MA 02110 Gentlemen: The Wright Managed Income Trust (the "Trust") is a Massachusetts business trust created under a Declaration of Trust dated February 17, 1983 (As amended and restated December 19, 1984), as further amended from time to time, (the "Declaration of Trust"),executed and delivered in Boston, Massachusetts. I am of the opinion that all legal requirements have been complied with in the creation of the Trust, and that said Declaration of Trust is legal and valid. The Trustees of the Trust have the powers set forth in the Declaration of Trust, subject to the terms, provisions and conditions therein provided. As provided in the Declaration of Trust, the interest of shareholders is divided into shares of beneficial interest without par value, and the number of shares that may be issued is unlimited. The Trustees may from time to time issue and sell or cause to be issued and sold shares of one or more series for cash or for property. All such shares, when so issued,shall be fully paid and nonassessable by the Trust. By votes duly adopted, the Trustees of the Trust have designated the series Wright U.S. Treasury Fund, Wright U.S. Treasury Near Term Bond Fund, Wright Total Return Bond Fund, Wright Insured Tax Free Bond Fund, Wright Current Income Fund and Wright U.S. Treasury Money Market Fund (the "Series") and have authorized the issuance of shares of beneficial interest, without par value, of such series. The Trust intends to register under the Securities Act of 1933, as amended, 35,605,059 of its shares of beneficial interest with Post-Effective Amendment No. 20 to its Registration Statement on Form N-1A (the "Amendment") with the Securities and Exchange Commission. I have examined originals, or copies, certified or otherwise identified to my satisfaction, of such certificates, records and other documents as I have deemed necessary or appropriate for the purpose of this opinion, including the Declaration of Trust and votes adopted by the Trustees. Based The Wright Managed Income Trust February 26, 1996 Page 2 upon the foregoing, and with respect to Massachusetts law (other than the Massachusetts Uniform Securities Act), only to the extent that Massachusetts law may be applicable and without reference to the laws of the other several states or of the United States of America, I am of the opinion that under existing law: 1. The Trust is a trust with transferable shares of beneficial interest organized in compliance with the laws of The Commonwealth of Massachusetts, and the Declaration of Trust is legal and valid under the laws of The Commonwealth of Massachusetts. 2. Shares of beneficial interest of the Series registered by the Amendment may be legally and validly issued in accordance with the Declaration of Trust upon receipt by the Trust of payment in compliance with the Declaration of Trust and, when so issued and sold, will be fully paid and nonassessable by the Trust. I am a member of the Massachusetts bar and have acted as internal legal counsel of the Trust in connection with the Amendment, and I hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit thereto. Very truly yours, /s/ H. Day Brigham, Jr. H. Day Brigham, Jr., Esq. EX-99.11 15 AUDITORS CONSENT EXHIBIT 11 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Post-Effective Amendment No. 20 to the Registration Statement (1933 Act File No. 2-81915) of The Wright Managed Income Trust of our reports on the financial statements of the Wright U.S. Treasury Money Market Fund (one of the series constituting The Wright Managed Income Trust) dated February 2, 1996 and our report on the financial statements of Wright U.S. Treasury Fund, Wright U.S. Treasury Near Term Fund, Wright Total Return Bond Fund, Wright Insured Tax-Free Bond Fund and Wright Current Income Fund (five of the series constituting The Wright Managed Income Trust) dated February 2, 1996 which are incorporated by reference in the Statement of Additional Information and to the reference to us under the heading "Financial Highlights" appearing in the Prospectuses which are each a part of such Registration Statement. DELOITTE & TOUCHE LLP Boston, Massachusetts February 26, 1996 EX-99.15(A) 16 DISTRIBUTION PLAN 12/19/84 AMENDED DISTRIBUTION PLAN OF THE BOND FUND FOR BANK TRUST DEPARTMENTS (BFBT FUND) WHEREAS, The Bond Fund for Bank Trust Departments (BFBT Fund) (the "Fund") intends to engage in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the "Act"); and WHEREAS, the Fund intends to act as a distributor of its shares of beneficial interest as defined in Rule 12b-1 under the Act, has adopted a Distribution Plan under such Rule, and desires to adopt an Amended Distribution Plan pursuant to such Rule, and the Trustees of the Fund have determined that there is a reasonable likelihood that adoption of this Amended Distribution Plan will benefit the Fund and its shareholders; NOW, THEREFORE, the Fund hereby adopts this Amended Distribution Plan (the "Plan") in accordance with Rule 12b-1 under the Act and containing the following terms and conditions: 1. The Fund may finance activities which are primarily intended to result in the sale of its shares in accordance with this Plan. The expenses of such activities shall not exceed two-tenths of one percent (2/10 of 1%) per annum of the Fund's average daily net assets. In the event the Trustees deem it desirable to allow such expenses to exceed temporarily such limit the Manager, Eaton Vance Management, Inc., or the Investment Advisor, Wright Investors' Service, may advance the required funds to the Fund with the understanding that such advances will be repaid by the Fund at such time to times deemed appropriate by the Manager out of any excess of funds created by distribution expenses being lower than 2/10 of 1% of net assets during the fiscal year in which the advance occurred but that such advances will not otherwise constitute a liability to the Fund. 2. The monies provided for in paragraph 1 of this Plan may be paid by the Fund to any separate Distributor or Distributors under Agreement with the Fund as compensation for services primarily intended to result in the sale of shares of any or all Portfolios of the Fund. Subject to the percentage limitation set forth in paragraph 1 hereof, the Fund may pay for expenses of any other activities primarily intended to result in the sale of shares of any or all Portfolios of the Fund established by the Trustees, including, but not limited to, compensation paid to and expenses incurred by officers, Trustees, employees or sales representatives of the Fund, including travel, entertainment and telephone expenses, the printing of prospectuses and reports for other than existing shareholders, preparation and distribution of sales literature, and advertising of any type intended to enhance the sale of the Fund. 3. This Plan shall not take effect as to any Portfolio of the Fund until it has been approved by (a) a vote of at least a majority of the outstanding voting securities of that Portfolio and (b) both a majority of (i) those Trustees of the Fund who are not "interested persons" of the Fund (as defined in the Act) and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it (the "Rule 12b-1 Trustees"), and (ii) a majority of the Trustees then in office, cast in person at a meeting (or meetings) called for the purpose of voting on this Plan and such related agreements. The term "vote of a majority of the outstanding voting securities of that Portfolio" shall mean the vote of the lesser (a) 67 per centum or more of the shares of the particular Portfolio present or represented by proxy at the meeting if the holders of more than 50 per centum of the outstanding shares of the particular Portfolio are present or represented by proxy at the meeting, or (b) more than 50 per centum of the outstanding shares of the particular Portfolio. 4. Any agreements related to this Plan shall not take effect until approved in the manner provided for approval of this Plan in clause (b) of paragraph 3. 5. This Plan shall continue in effect for so long as such continuance is specifically approved at least annually in the manner provided for approval of this Plan in clause (b) of paragraph 3. 6. The persons authorized to direct the disposition of monies paid or payable by the Fund pursuant to this Plan or any related agreement shall be the President or any Vice President of the Fund. Such persons shall provide to the Fund's Trustees and the Trustees shall review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made. 7. This Plan may be terminated at any time as to any Portfolio by vote of a majority of the Rule 12b-1 Trustees, or by vote of a majority of the outstanding voting securities of that Portfolio. 8. This Plan may not be amended as to any Portfolio to increase materially the limit upon distribution expenses provided in paragraph 1 or the nature of such expenses provided in paragraph 2 hereof unless such amendment is approved in the manner provided for initial approval in paragraph 3 hereof, and no material amendment to the Plan shall be made unless approved in the manner provided for approval and annual renewal in paragraph 3 thereof. 9. While this Plan is in effect, the selection and nomination of Trustees who are not interested persons (as defined in the Act) of the Fund shall be committed to the discretion of the Trustees who are not interested persons as defined in the Act. 10. The Fund shall preserve copies of this Plan and any related agreements and all reports made pursuant to paragraph 6 hereof,for a period of not less than six years from the date of this Plan, or of the agreements or of such report, as the case may be, the first two years in an easily accessible place. 11. It is the opinion of the Fund's Trustees and officers that the following are not expenses primarily intended to result in the sale of shares issued by the Fund: fees and expenses of registering shares of any or all series of the Fund under federal or state laws regulating the sale of securities; fees and expenses of registering the Fund as a broker-dealer or of registering an agent of the Fund under federal or state laws regulating the sale of securities; fees of registering, at the request of the Fund, agents or representatives of a principal underwriter or distributor of the Fund under federal or state laws regulating the sale of securities, provided that no sales commission or "load" is charged on sales of shares of the Fund; and fees and expenses of preparing and setting in type the Fund's registration statement under the Securities Act of 1933. Should such expenses be deemed by a court or agency having jurisdiction to be expenses primarily intended to result in the sale of shares issued by the Fund, they shall be considered to be expenses contemplated by and included in this Distribution Plan but not subject to the limitation prescribed in paragraph 1 thereof. IN WITNESS WHEREOF, the Fund has executed this Distribution Plan on the 19th day of December 1984. THE BOND FUND FOR BANK TRUST DEPARTMENTS (BFBT FUND) BY /s/ Peter M. Donovan ---------------------- President Attest: /s/ Thomas Otis ----------------- Secretary EX-99.15(B) 17 DIST.PLAN IMPLEMENTATION AGREEMENT AGREEMENT RELATING TO IMPLEMENTATION OF THE DISTRIBUTION PLAN OF THE BOND FUND FOR BANK TRUST DEPARTMENTS (BFBT FUND) WHEREAS, The Bond Fund for Bank Trust Departments (BFBT Fund) (the "Fund") is engaged in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the "Act"); and WHEREAS, the Fund has adopted a Distribution Plan as defined in Rule 12b-1 ("Distribution Plan") under the Act and is currently acting and will continue to act as a distributor of its own shares pursuant to said Rule 12b-1; and WHEREAS, the Fund has entered into a Distribution Contract with the MFBT Corporation ("MFBT Corp.") ("Distribution Contract") providing for such corporation to act as a separate Distributor of its shares; and WHEREAS, the Fund desires to implement its Distribution Plan in the manner set forth herein and the Fund and MFBT Corp. are willing to enter into an agreement whereunder MFBT Corp. will undertake and be paid or reimbursed for certain activities primarily intended to result in the sale of shares of any or all series of the Fund established by the Trustees; NOW, THEREFORE, the Fund and MFBT Corp. do hereby agree as follows: 1. MFBT Corp. shall undertake such activities on behalf of the Fund which are primarily intended to result in the sale of shares of any or all series of the Fund and as may be agreed to from time to time between the President or any Vice President of the Fund and officers of MFBT Corp. 2. The Fund shall, subject to the limitations provided in the Distribution Plan, pay to MFBT Corp. for the activities referred to in paragraph 1 an annual fee equal to 2/10 of 1% of the Fund's average daily net assets, which fee shall be payable quarterly. 3. MFBT Corp. shall provide on a quarterly basis documentation concerning the expense of such activities. Documented expenses shall include compensation paid to and out-of-pocket disbursements of officers, employees or sales representatives of MFBT Corp., including travel, entertainment and telephone costs, the printing of prospectuses and reports for other than existing shareholders, preparation and distribution of sales literature, and advertising of any type intended to enhance the sale of shares of the Fund. 4. This Agreement shall not take effect until it has been approved by (i) a majority of those Trustees of the Fund who are not "interested persons" of the Fund (as defined in the Act) and have no direct or indirect financial interest in the operation of the Distribution Plan or this Agreement or any other agreements related to the Plan (the "Rule 12b-1 Trustees"), and (ii) a majority of the Trustees then in office, cast in person at a meeting (or meetings) called for the purpose of voting on this Agreement. 5. This Agreement shall continue in effect for so long as such continuance is specifically approved at least annually in the manner provided for approval thereof in paragraph 4. 6. The President or any Vice President of the Fund shall provide to the Fund's Trustees and the Trustees shall review, at least quarterly, a written report of the amounts expended by MFBT Corp. in connection with the activities referred to in paragraph 1 and the purposes for which such expenditures were made. 7. This Agreement may be terminated as to any series of the Fund at any time, without the payment of any penalty, by vote of a majority of the Rule 12b-1 Trustees or by vote of a majority of the outstanding voting securities of that series on not more than sixty days' written notice to any other party to the Agreement. 8. The terms and conditions of the Distribution Contract (including, without limitation, the indemnification provisions) shall govern the relationship between the parties as contemplated by this Agreement, unless inconsistent herewith. 9. This Agreement shall terminate automatically in the event of its assignment. 10. The Fund shall preserve copies of this Agreement and all reports made pursuant to paragraph 5 hereof for a period of not less than six years from the date of this Agreement, the first two years in an easily accessible place. 11. MFBT Corp. agrees to take such action as may be required to become and remain a member in good standing of the National Association of Securities Dealer, Inc. (NASD) as long as this Agreement continues in effect. 12. MFBT Corp. expressly acknowledges the provision in the Declaration of Trust of the Fund (Article XIV, Section 2) limiting the personal liability of shareholders of the Fund, and MFBT Corp. hereby agrees that it shall have recourse to the Fund for payment of claims or obligations as between the Fund and MFBT Corp. arising out of this Agreement and shall not seek satisfaction from the shareholders or any shareholder of the Fund. 13. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts applicable to such agreements. IN WITNESS WHEREOF, the Fund and MFBT Corp. have each caused this agreement to be signed in duplicate on its behalf by an officer thereunto duly authorized on the day and year set forth below. THE BOND FUND FOR BANK TRUST DEPARTMENTS (BFBT FUND) BY /s/ Peter M. Donovan -------------------- President MFBT CORPORATION BY /s/ A.M. Moody III ------------------ President Attest: /s/ Thomas Otis - ----------------- Secretary December 19, 1984 EX-99.16 18 PERFORMANCE COMPUTATION EXHIBIT 16 SCHEDULE FOR COMPUTATION OF PERFORMANCE QUOTATIONS The average annual total return of each Fund for the one, three,five and ten-year periods ended December 31, 1995 and the period from inception to December 31, 1995 was as follows: Period Ended 12/31/95 ------------------------------------- Inception 1 3 5 10 to Inception Year Years Years Years 12/31/95 Date - --------------------------------------------------------------------------------------------------------------------------- Wright U.S. Treasury Fund........................ 28.2% 10.7% 11.3% 10.2% 11.5% 7/25/83 Wright U.S. Treasury Near Term Fund.............. 11.9% 5.4% 7.1% 7.6% 8.6% 7/25/83 Wright Total Return Bond Fund.................... 22.0% 8.2% 9.4% 8.9% 10.5% 7/25/83 Wright Insured Tax Free Bond Fund................ 11.6% 5.6% 7.0% 6.8% 7.2% 4/10/85 Wright Current Income Fund....................... 17.5% 6.6% 8.3% -- 8.9% 4/15/87 - ----------------------------------------------------------------------------------------------------------------------------
Each Fund's yield is computed by dividing its net investment income per share earned during a recent 30-day period by the maximum offering price (i.e. net asset value) per share on the last day of the period and annualizing the resulting figure. Net investment income per share is equal to the Fund's dividends and interest earned during the period, with the resulting number being divided by the average daily number of shares outstanding and entitled to receive dividends during the period. For the 30-day period ended December 31, 1995, the yield of each Fund was as follows: 30-Day Period Ended December 31, 1995* - ------------------------------------------------------------------------------- Wright U.S. Treasury Fund 6.06% Wright U.S. Treasury Near Term Fund 4.73% Wright Total Return Bond Fund 5.30% Wright Insured Tax Free Bond Fund 3.59% Wright Current Income Fund 6.46% - ------------------------------------------------------------------------------- * According to the following formula: Yield = 2 [ ( a-b + 1 ) 6 - 1 ] cd Where: a = dividends and interest earned during the period. b = expenses accrued for the period (after reductions). c = the average daily number of accumulation units outstanding during the period. d = the maximum offering price per accumulation unit on the last day of the period. NOTE: "a" has been estimated for debt securities other than mortgage certificates by dividing the year-end market value times the yield maturity by 360. "a" for mortgage securities, such as GNMA's, is the actual income earned. Neither discount nor premium have been amortized. "b" has been estimated by dividing the actual 1993 expense amounts by 360 or the number of days the Fund was in existance. A Fund's yield or total return may be compared to the Consumer Price Index and various domestic securities indices. A Fund's yield or total return and comparisons with these indices may be used in advertisements and information furnished to present or prospective shareholders. From time to time, evaluations of a Fund's performance made by independent sources may be used in advertisements and in information furnished to present or prospective shareholders. According to the rankings prepared by Lipper Analytical Services, Inc., an independent service which monitors the performance of mutual funds. The Lipper performance analysis includes the reinvestment of dividends and capital gain distributions, but does not take sales charges into consideration and is prepared without regard to tax consequences. EX-99.27 19 POWER OF ATTORNEY POWER OF ATTORNEY We, the undersigned officers and Trustees of The Wright Managed Income Trust, a Massachusetts business trust, do hereby severally constitute and appoint H. Day Brigham, Jr., Peter M. Donovan and A.M. Moody, III, or any of them, to be true, sufficient and lawful attorneys, or attorney for each of us, to sign for each of us, in the name of each of us in the capacities indicated below, and any and all amendments (including post-effective amendments) to the Registration Statement on Form N-1A filed by The Wright Managed Income Trust with the Securities and Exchange Commission in respect of shares of beneficial interest and other documents and papers relating thereto. IN WITNESS WHEREOF we have hereunto set our hands on the dates set opposite our respective signatures. Name Capacity Date -------- -------- ------ President, Principal /s/ Peter M. Donovan Executive Officer and April 1, 1993 - --------------------------------- Trustee Peter M. Donovan Treasurer and Principal /s/ James L. O'Connor Financial and Accounting April 1, 1993 - --------------------------------- Officer James L. O'Connor /s/ H. Day Brigham, Jr. Trustee April 1, 1993 - --------------------------------- H. Day Brigham, Jr. /s/ Winthrop S. Emmet Trustee April 1, 1993 - --------------------------------- Winthrop S. Emmet /s/ Leland Miles - --------------------------------- Trustee April 1, 1993 Leland Miles /s/ A.M. Moody, III Trustee April 1, 1993 - --------------------------------- A.M. Moody, III /s/ Lloyd F. Pierce Trustee April 1, 1993 - --------------------------------- Lloyd F. Pierce /s/ George R. Prefer Trustee April 1, 1993 - --------------------------------- George R. Prefer /s/ Raymond Van Houtte Trustee April 1, 1993 - --------------------------------- Raymond Van Houtte EX-99.27 20 FDS US TREASURY FUND [ARTICLE] 6 [CIK] 0000715165 [NAME] THE WRIGHT MANAGED INCOME TRUST [SERIES] [NUMBER] 1 [NAME] WRIGHT U.S. TREASURY FUND [PERIOD-TYPE] 12-MOS [FISCAL-YEAR-END] DEC-31-1995 [PERIOD-END] DEC-31-1995 [INVESTMENTS-AT-COST] 12,564,565 [INVESTMENTS-AT-VALUE] 14,891,214 [RECEIVABLES] 277,119 [ASSETS-OTHER] 0 [OTHER-ITEMS-ASSETS] 50,383 [TOTAL-ASSETS] 15,218,716 [PAYABLE-FOR-SECURITIES] 0 [SENIOR-LONG-TERM-DEBT] 0 [OTHER-ITEMS-LIABILITIES] 62,472 [TOTAL-LIABILITIES] 62,472 [SENIOR-EQUITY] 0 [PAID-IN-CAPITAL-COMMON] 13,256,456 [SHARES-COMMON-STOCK] 1,030,135 [SHARES-COMMON-PRIOR] 0 [ACCUMULATED-NII-CURRENT] 7,439 [OVERDISTRIBUTION-NII] 0 [ACCUMULATED-NET-GAINS] (434,300) [OVERDISTRIBUTION-GAINS] 0 [ACCUM-APPREC-OR-DEPREC] 2,326,649 [NET-ASSETS] 15,156,244 [DIVIDEND-INCOME] 0 [INTEREST-INCOME] 1,219,456 [OTHER-INCOME] 0 [EXPENSES-NET] 147,462 [NET-INVESTMENT-INCOME] 1,071,994 [REALIZED-GAINS-CURRENT] 529,670 [APPREC-INCREASE-CURRENT] 2,464,279 [NET-CHANGE-FROM-OPS] 4,065,943 [EQUALIZATION] 0 [DISTRIBUTIONS-OF-INCOME] 1,072,005 [DISTRIBUTIONS-OF-GAINS] 0 [DISTRIBUTIONS-OTHER] 0 [NUMBER-OF-SHARES-SOLD] 111,589 [NUMBER-OF-SHARES-REDEEMED] 482,923 [SHARES-REINVESTED] 41,352 [NET-CHANGE-IN-ASSETS] (1,502,171) [ACCUMULATED-NII-PRIOR] 0 [ACCUMULATED-GAINS-PRIOR] 0 [OVERDISTRIB-NII-PRIOR] 0 [OVERDIST-NET-GAINS-PRIOR] 0 [GROSS-ADVISORY-FEES] 65,539 [INTEREST-EXPENSE] 0 [GROSS-EXPENSE] 202,501 [AVERAGE-NET-ASSETS] 16,300,299 [PER-SHARE-NAV-BEGIN] 12.25 [PER-SHARE-NII] 0.880 [PER-SHARE-GAIN-APPREC] 2.458 [PER-SHARE-DIVIDEND] (0.878) [PER-SHARE-DISTRIBUTIONS] 0 [RETURNS-OF-CAPITAL] 0 [PER-SHARE-NAV-END] 14.71 [EXPENSE-RATIO] 0.90 [AVG-DEBT-OUTSTANDING] 0 [AVG-DEBT-PER-SHARE] 0
EX-99.27 21 12/95 FDS NEAR TERM US TREASURY FUND [ARTICLE] 6 [CIK] 0000715165 [NAME] THE WRIGHT MANAGED INCOME TRUST [SERIES] [NUMBER] 2 [NAME] WRIGHT U.S. TREASURY NEAR TERM FUND [PERIOD-TYPE] 12-MOS [FISCAL-YEAR-END] DEC-31-1995 [PERIOD-END] DEC-31-1995 [INVESTMENTS-AT-COST] 136,992,741 [INVESTMENTS-AT-VALUE] 141,396,627 [RECEIVABLES] 2,768,636 [ASSETS-OTHER] 0 [OTHER-ITEMS-ASSETS] 22,110 [TOTAL-ASSETS] 144,187,373 [PAYABLE-FOR-SECURITIES] 0 [SENIOR-LONG-TERM-DEBT] 0 [OTHER-ITEMS-LIABILITIES] 587,539 [TOTAL-LIABILITIES] 587,539 [SENIOR-EQUITY] 0 [PAID-IN-CAPITAL-COMMON] 160,668,525 [SHARES-COMMON-STOCK] 13,738,237 [SHARES-COMMON-PRIOR] 0 [ACCUMULATED-NII-CURRENT] 209,683 [OVERDISTRIBUTION-NII] 0 [ACCUMULATED-NET-GAINS] (21,682,260) [OVERDISTRIBUTION-GAINS] 0 [ACCUM-APPREC-OR-DEPREC] 4,403,886 [NET-ASSETS] 143,599,834 [DIVIDEND-INCOME] 0 [INTEREST-INCOME] 11,961,829 [OTHER-INCOME] 0 [EXPENSES-NET] 1,361,199 [NET-INVESTMENT-INCOME] 10,600,630 [REALIZED-GAINS-CURRENT] (376,568) [APPREC-INCREASE-CURRENT] 10,227,881 [NET-CHANGE-FROM-OPS] 20,451,943 [EQUALIZATION] 0 [DISTRIBUTIONS-OF-INCOME] 10,580,700 [DISTRIBUTIONS-OF-GAINS] 0 [DISTRIBUTIONS-OTHER] 0 [NUMBER-OF-SHARES-SOLD] 2,507,050 [NUMBER-OF-SHARES-REDEEMED] 10,814,467 [SHARES-REINVESTED] 657,890 [NET-CHANGE-IN-ASSETS] (68,522,388) [ACCUMULATED-NII-PRIOR] 0 [ACCUMULATED-GAINS-PRIOR] 0 [OVERDISTRIB-NII-PRIOR] 0 [OVERDIST-NET-GAINS-PRIOR] 0 [GROSS-ADVISORY-FEES] 739,265 [INTEREST-EXPENSE] 0 [GROSS-EXPENSE] 1,373,310 [AVERAGE-NET-ASSETS] 173,853,949 [PER-SHARE-NAV-BEGIN] 9.92 [PER-SHARE-NII] 0.631 [PER-SHARE-GAIN-APPREC] 0.524 [PER-SHARE-DIVIDEND] (0.625) [PER-SHARE-DISTRIBUTIONS] 0 [RETURNS-OF-CAPITAL] 0 [PER-SHARE-NAV-END] 10.45 [EXPENSE-RATIO] 0.8 [AVG-DEBT-OUTSTANDING] 0 [AVG-DEBT-PER-SHARE] 0
EX-99.27 22 FDS TOTAL RETURN BOND [ARTICLE] 6 [CIK] 0000715165 [NAME] THE WRIGHT MANAGED INCOME TRUST [SERIES] [NUMBER] 3 [NAME] WRIGHT TOTAL RETURN BOND FUND [PERIOD-TYPE] 12-MOS [FISCAL-YEAR-END] DEC-31-1995 [PERIOD-END] DEC-31-1995 [INVESTMENTS-AT-COST] 113,147,771 [INVESTMENTS-AT-VALUE] 120,797,290 [RECEIVABLES] 2,186,538 [ASSETS-OTHER] 0 [OTHER-ITEMS-ASSETS] 33,926 [TOTAL-ASSETS] 123,017,754 [PAYABLE-FOR-SECURITIES] 0 [SENIOR-LONG-TERM-DEBT] 0 [OTHER-ITEMS-LIABILITIES] 256,152 [TOTAL-LIABILITIES] 256,152 [SENIOR-EQUITY] 0 [PAID-IN-CAPITAL-COMMON] 116,505,526 [SHARES-COMMON-STOCK] 9,355,945 [SHARES-COMMON-PRIOR] 0 [ACCUMULATED-NII-CURRENT] 78,676 [OVERDISTRIBUTION-NII] 0 [ACCUMULATED-NET-GAINS] (1,472,119) [OVERDISTRIBUTION-GAINS] 0 [ACCUM-APPREC-OR-DEPREC] 7,649,519 [NET-ASSETS] 122,761,602 [DIVIDEND-INCOME] 0 [INTEREST-INCOME] 8,856,688 [OTHER-INCOME] 0 [EXPENSES-NET] 1,026,818 [NET-INVESTMENT-INCOME] 7,829,870 [REALIZED-GAINS-CURRENT] 411,969 [APPREC-INCREASE-CURRENT] 17,483,217 [NET-CHANGE-FROM-OPS] 25,725,056 [EQUALIZATION] 0 [DISTRIBUTIONS-OF-INCOME] 7,796,582 [DISTRIBUTIONS-OF-GAINS] 0 [DISTRIBUTIONS-OTHER] 0 [NUMBER-OF-SHARES-SOLD] 1,710,110 [NUMBER-OF-SHARES-REDEEMED] 5,380,600 [SHARES-REINVESTED] 470,132 [NET-CHANGE-IN-ASSETS] (20,725,132) [ACCUMULATED-NII-PRIOR] 0 [ACCUMULATED-GAINS-PRIOR] 0 [OVERDISTRIB-NII-PRIOR] 0 [OVERDIST-NET-GAINS-PRIOR] 0 [GROSS-ADVISORY-FEES] 525,335 [INTEREST-EXPENSE] 0 [GROSS-EXPENSE] 1,035,825 [AVERAGE-NET-ASSETS] 127,463,061 [PER-SHARE-NAV-BEGIN] 11.43 [PER-SHARE-NII] 0.758 [PER-SHARE-GAIN-APPREC] 1.685 [PER-SHARE-DIVIDEND] (0.753) [PER-SHARE-DISTRIBUTIONS] 0 [RETURNS-OF-CAPITAL] 0 [PER-SHARE-NAV-END] 13.12 [EXPENSE-RATIO] 0.8 [AVG-DEBT-OUTSTANDING] 0 [AVG-DEBT-PER-SHARE] 0
EX-99.27 23 12/95 FDS INSURED TAX FREE BOND [ARTICLE] 6 [CIK] 0000715165 [NAME] THR WRIGHT MANAGED INCOME TRUST [SERIES] [NUMBER] 4 [NAME] WRIGHT INSURED TAX FREE BOND [PERIOD-TYPE] 12-MOS [FISCAL-YEAR-END] DEC-31-1995 [PERIOD-END] DEC-31-1995 [INVESTMENTS-AT-COST] 9,241,816 [INVESTMENTS-AT-VALUE] 9,819,668 [RECEIVABLES] 153,243 [ASSETS-OTHER] 0 [OTHER-ITEMS-ASSETS] 8,620 [TOTAL-ASSETS] 9,981,531 [PAYABLE-FOR-SECURITIES] 0 [SENIOR-LONG-TERM-DEBT] 0 [OTHER-ITEMS-LIABILITIES] 46,836 [TOTAL-LIABILITIES] 46,836 [SENIOR-EQUITY] 0 [PAID-IN-CAPITAL-COMMON] 9,347,135 [SHARES-COMMON-STOCK] 845,234 [SHARES-COMMON-PRIOR] 0 [ACCUMULATED-NII-CURRENT] 9,708 [OVERDISTRIBUTION-NII] 0 [ACCUMULATED-NET-GAINS] 0 [OVERDISTRIBUTION-GAINS] 0 [ACCUM-APPREC-OR-DEPREC] 577,852 [NET-ASSETS] 9,934,695 [DIVIDEND-INCOME] 0 [INTEREST-INCOME] 587,234 [OTHER-INCOME] 0 [EXPENSES-NET] 95,827 [NET-INVESTMENT-INCOME] 491,407 [REALIZED-GAINS-CURRENT] 1,397 [APPREC-INCREASE-CURRENT] 686,692 [NET-CHANGE-FROM-OPS] 1,179,496 [EQUALIZATION] 0 [DISTRIBUTIONS-OF-INCOME] 491,406 [DISTRIBUTIONS-OF-GAINS] 0 [DISTRIBUTIONS-OTHER] 0 [NUMBER-OF-SHARES-SOLD] 277,377 [NUMBER-OF-SHARES-REDEEMED] 422,274 [SHARES-REINVESTED] 24,036 [NET-CHANGE-IN-ASSETS] (712,182) [ACCUMULATED-NII-PRIOR] 0 [ACCUMULATED-GAINS-PRIOR] 0 [OVERDISTRIB-NII-PRIOR] 0 [OVERDIST-NET-GAINS-PRIOR] 0 [GROSS-ADVISORY-FEES] 42,577 [INTEREST-EXPENSE] 3,352 [GROSS-EXPENSE] 167,265 [AVERAGE-NET-ASSETS] 10,555,648 [PER-SHARE-NAV-BEGIN] 11.02 [PER-SHARE-NII] 0.531 [PER-SHARE-GAIN-APPREC] 0.729 [PER-SHARE-DIVIDEND] (0.530) [PER-SHARE-DISTRIBUTIONS] 0 [RETURNS-OF-CAPITAL] 0 [PER-SHARE-NAV-END] 11.75 [EXPENSE-RATIO] 1.0 [AVG-DEBT-OUTSTANDING] 0 [AVG-DEBT-PER-SHARE] 0
EX-99.27 24 12/95 FDS CURRENT INCOME FUND [ARTICLE] 6 [CIK] 0000715165 [NAME] THE WRIGHT MANAGED INCOME TRUST [SERIES] [NUMBER] 5 [NAME] WRIGHT CURRENT INCOME FUND [PERIOD-TYPE] 12-MOS [FISCAL-YEAR-END] DEC-31-1995 [PERIOD-END] DEC-31-1995 [INVESTMENTS-AT-COST] 65,104,907 [INVESTMENTS-AT-VALUE] 66,050,837 [RECEIVABLES] 495,097 [ASSETS-OTHER] 0 [OTHER-ITEMS-ASSETS] 2,559 [TOTAL-ASSETS] 66,548,493 [PAYABLE-FOR-SECURITIES] 0 [SENIOR-LONG-TERM-DEBT] 0 [OTHER-ITEMS-LIABILITIES] 203,320 [TOTAL-LIABILITIES] 203,320 [SENIOR-EQUITY] 0 [PAID-IN-CAPITAL-COMMON] 66,279,731 [SHARES-COMMON-STOCK] 6,218,728 [SHARES-COMMON-PRIOR] 0 [ACCUMULATED-NII-CURRENT] 33,615 [OVERDISTRIBUTION-NII] 0 [ACCUMULATED-NET-GAINS] (914,103) [OVERDISTRIBUTION-GAINS] 0 [ACCUM-APPREC-OR-DEPREC] 945,930 [NET-ASSETS] 66,345,173 [DIVIDEND-INCOME] 0 [INTEREST-INCOME] 5,976,371 [OTHER-INCOME] 0 [EXPENSES-NET] 673,292 [NET-INVESTMENT-INCOME] 5,303,079 [REALIZED-GAINS-CURRENT] (215,933) [APPREC-INCREASE-CURRENT] 7,735,307 [NET-CHANGE-FROM-OPS] 12,822,453 [EQUALIZATION] 0 [DISTRIBUTIONS-OF-INCOME] 5,270,012 [DISTRIBUTIONS-OF-GAINS] 0 [DISTRIBUTIONS-OTHER] 0 [NUMBER-OF-SHARES-SOLD] 796,965 [NUMBER-OF-SHARES-REDEEMED] 3,646,704 [SHARES-REINVESTED] 397,997 [NET-CHANGE-IN-ASSETS] (17,832,431) [ACCUMULATED-NII-PRIOR] 0 [ACCUMULATED-GAINS-PRIOR] 0 [OVERDISTRIB-NII-PRIOR] 0 [OVERDIST-NET-GAINS-PRIOR] 0 [GROSS-ADVISORY-FEES] 313,626 [INTEREST-EXPENSE] 5,374 [GROSS-EXPENSE] 677,808 [AVERAGE-NET-ASSETS] 77,815,480 [PER-SHARE-NAV-BEGIN] 9.71 [PER-SHARE-NII] 0.696 [PER-SHARE-GAIN-APPREC] 0.955 [PER-SHARE-DIVIDEND] (0.691) [PER-SHARE-DISTRIBUTIONS] 0 [RETURNS-OF-CAPITAL] 0 [PER-SHARE-NAV-END] 10.67 [EXPENSE-RATIO] 0.9 [AVG-DEBT-OUTSTANDING] 0 [AVG-DEBT-PER-SHARE] 0
EX-99.27 25 12/95 FDS U.S. TREASURY MONEY MARKET FUND [ARTICLE] 6 [CIK] 0000715165 [NAME] THE WRIGHT MANAGED INCOME TRUST [SERIES] [NUMBER] 6 [NAME] WRIGHT U.S. TREASURY MONEY MARKET FUND [PERIOD-TYPE] 12-MOS [FISCAL-YEAR-END] DEC-31-1995 [PERIOD-END] DEC-31-1995 [INVESTMENTS-AT-COST] 45,638,352 [INVESTMENTS-AT-VALUE] 45,638,352 [RECEIVABLES] 195,080 [ASSETS-OTHER] 5,440 [OTHER-ITEMS-ASSETS] 237,761 [TOTAL-ASSETS] 46,076,633 [PAYABLE-FOR-SECURITIES] 0 [SENIOR-LONG-TERM-DEBT] 0 [OTHER-ITEMS-LIABILITIES] 187,686 [TOTAL-LIABILITIES] 187,686 [SENIOR-EQUITY] 0 [PAID-IN-CAPITAL-COMMON] 45,888,947 [SHARES-COMMON-STOCK] 45,888,947 [SHARES-COMMON-PRIOR] 0 [ACCUMULATED-NII-CURRENT] 0 [OVERDISTRIBUTION-NII] 0 [ACCUMULATED-NET-GAINS] 0 [OVERDISTRIBUTION-GAINS] 0 [ACCUM-APPREC-OR-DEPREC] 0 [NET-ASSETS] 45,888,947 [DIVIDEND-INCOME] 0 [INTEREST-INCOME] 2,632,668 [OTHER-INCOME] 0 [EXPENSES-NET] 209,236 [NET-INVESTMENT-INCOME] 2,423,432 [REALIZED-GAINS-CURRENT] 0 [APPREC-INCREASE-CURRENT] 0 [NET-CHANGE-FROM-OPS] 0 [EQUALIZATION] 0 [DISTRIBUTIONS-OF-INCOME] 2,432,432 [DISTRIBUTIONS-OF-GAINS] 0 [DISTRIBUTIONS-OTHER] 0 [NUMBER-OF-SHARES-SOLD] 0 [NUMBER-OF-SHARES-REDEEMED] 0 [SHARES-REINVESTED] 0 [NET-CHANGE-IN-ASSETS] (22,987,895) [ACCUMULATED-NII-PRIOR] 0 [ACCUMULATED-GAINS-PRIOR] 0 [OVERDISTRIB-NII-PRIOR] 0 [OVERDIST-NET-GAINS-PRIOR] 0 [GROSS-ADVISORY-FEES] 162,732 [INTEREST-EXPENSE] 0 [GROSS-EXPENSE] 302,851 [AVERAGE-NET-ASSETS] 46,157,500 [PER-SHARE-NAV-BEGIN] 1.00 [PER-SHARE-NII] 0.052 [PER-SHARE-GAIN-APPREC] 0 [PER-SHARE-DIVIDEND] (0.052) [PER-SHARE-DISTRIBUTIONS] 0 [RETURNS-OF-CAPITAL] 0 [PER-SHARE-NAV-END] 1.00 [EXPENSE-RATIO] 0.65 [AVG-DEBT-OUTSTANDING] 0 [AVG-DEBT-PER-SHARE] 0
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